exhibit101







      Execution Version                                          ____________________________________   Share Purchase Agreement       regarding the acquisition of all shares in      WIRmachenDRUCK GmbH   ____________________________________                           18 December 2015         





 







- 2 -      Share Purchase Agreement       between      (1) Mr. Samuel Voetter, born on 17 June 1981, Melanchthonstrasse 37, 70374 Stuttgart, Germany   - "Seller 1" -   (2) Mr. Johannes Voetter, born on 31 December 1982, Heckenstrasse 6, 72221 Haiterbach, Ger-   many   - "Seller 2" -   (3) Mr. Aart Izelaar-Buchholz, born on 12 December 1977, Am Wiesenrain 14, 71720   Oberstenfeld, Germany   - "Seller 3" -   (4) V2 Holding GmbH, registered in the commercial register of the local court of Stuttgart under   HRB 743464, registered business address at Melanchthonstrasse 37, 70374 Stuttgart, Germa-   ny   - "Seller 4" -   (5) Mr. Markus Trautwein, born on 19 June 1967, Kallenbergstrasse 45, 70825 Korntal-   Münchingen, Germany   - "Seller 5" -   - the Seller 1, the Seller 2, the Seller 3, the Seller 4 and the Seller 5 are hereinafter collectively referred   to as the "Sellers" -   (6) Cimpress Deutschland GmbH, registered in the commercial register of the local court of Berlin   under HRB 115906 B registered business address at Quartier Am Salzufer, Salzufer 6, 10587   Berlin, Germany   - "Purchaser" -   (7) Cimpress N.V., registered in the commercial register (Kamer van Koophandel) of the Nether-   lands under 14117527, registered business address at Hudsonweg 8, 5928LW Venlo, Nether-   lands   - "Guarantor" -   (8) WIRmachenDRUCK GmbH, registered in the commercial register of the local court of Stuttgart   under HRB 727418, registered business address at Mühlbachstrasse 7, 71522 Backnang,   Germany   - "Company" -      - the Sellers, the Purchaser, the Guarantor and the Company are hereinafter individually re-   ferred to as "Party" and collectively referred to as the "Parties" -         





 







- 3 -      TABLE OF CONTENTS      DEFINITIONS 4   LIST OF EXHIBITS 6   PREAMBLE 7   1. Sale and Transfer 7   2. Share Purchase Price 9   3. Closing Accounts 11   4. Contingent Purchase Price (Earn-out) 14   5. Closing Conditions 18   6. Closing 21   7. Representations and Warranties of the Sellers 22   8. Remedies 22   9. Limitations to the Sellers' Liability 24   10. Representations and Warranties of the Purchaser and the Guarantor 26   11. Special Indemnities 28   12. Tax Indemnity 28   13. Covenants of the Sellers 33   14. Joint Venture 36   15. Transition of Business 38   16. Guarantees and other covenants of the Guarantor 39   17. Confidentiality and Public Announcements 39   18. Non-Competition and related Covenants 40   19. Notices 41   20. Sellers' Agent 42   21. Bank Accounts 42   22. Costs 43   23. Miscellaneous 43            





 







- 4 -      DEFINITIONS   Acceptance Notice ........................................ 37   Adverse Effect ............................................... 16   Affiliates ......................................................... 17   Aggregate Purchase Price ........................... 24   Aggregated Gross Profit .............................. 14   Agreement ....................................................... 7   AO ................................................................... 28   Average Cimpress Share Price ................... 10   Bad Leaver Scenario .................................... 14   Base-Month Profits ....................................... 17   Beneficiaries .................................................. 22   BGB .................................................................. 8   Breach ............................................................ 22   Breach Notification ....................................... 22   Business Day ................................................ 43   Call Option ..................................................... 37   Cartel Filings ................................................. 18   Cash ................................................................. 9   Change of Control......................................... 17   Cimpress Stock ............................................. 10   Closing ........................................................... 21   Closing Accounting Principles ................... 12   Closing Accounts ......................................... 12   Closing Conditions ....................................... 19   Closing Date .................................................. 22   Closing Events .............................................. 21   Closing Payments ......................................... 11   CoC Date ........................................................ 17   CoC Earn-Out Statement .............................. 17   CoC Payment Date ........................................ 18   Company .......................................................... 2   Competitive Activities .................................. 39   Confidentiality Agreement ........................... 39   Confirmatory Payroll Tax Ruling ................. 32   Consideration Shares ................................... 10   Contingent Payment Date ............................ 15   Contingent Purchase Price .......................... 14   Contractual Interest Rate ............................. 13   De minimis Amount ...................................... 24   Debt .................................................................. 9   Downward Adjustment Amount .................. 13   Earn-Out Period ............................................ 14   Earn-Out Phase 1 .......................................... 17   Earn-Out Phase 2 .......................................... 17   Earn-Out Statements .................................... 16   End-Month Profits ......................................... 17   Escrow Agent ................................................ 10   Escrow Agreement ....................................... 10   Escrow Amount ............................................. 10   Estimated Share Purchase Price ................ 10   Exchange ....................................................... 11   Exchange Rate .............................................. 11   Final Closing Accounts ................................13   Final Earn-Out Statement .............................16   Final Share Purchase Price..........................13   Fundamental Warranties ..............................22   Guarantor .........................................................2   Guarantor SEC Documents ..........................27   HGB ................................................................12   Holdback Amount .........................................10   Independent Expert.......................................12   Individual Seller Allocation ............................8   Initial Estimated Share Purchase Price ........9   IP Warranties .................................................22   Joint Venture .................................................36   JV Shares .......................................................37   Key Employees ..............................................22   Losses ............................................................23   Lower Limit WC Corridor ...............................9   Material Adverse Change .............................18   Mutual Closing Conditions ..........................18   Objection Notice ............................................12   Objection Period ...........................................12   Option Deed ...................................................37   Option Holder ................................................37   Option Period ................................................37   Ordinary Course of Business ......................34   Parties ..............................................................2   Party .................................................................2   Payroll Tax Ruling .........................................31   Permanent Inability .......................................14   Person ............................................................40   Purchase Price Balancing Amount .............13   Purchaser .........................................................2   Purchaser Closing Conditions ....................19   Registration Rights Agreement ...................15   Revised Closing Accounts ...........................12   Revised Estimated Share Purchase Price ..10   Scheduled Closing Date ...............................21   SEC .................................................................27   Seller 1 ..............................................................2   Seller 1 Closing Payment .............................11   Seller 2 ..............................................................2   Seller 2 Closing Payment .............................11   Seller 3 ..............................................................2   Seller 3 Closing Payment .............................11   Seller 4 ..............................................................2   Seller 4 Closing Payment .............................11   Seller 5 ..............................................................2   Seller 5 Closing Payment .............................11   Sellers ...............................................................2   Sellers' Agent ................................................42   Sellers' Knowledge .......................................22   Sellers' Related Party ...................................34     





 







- 5 -      Sellers' Warranties ........................................ 22   Share Purchase Price ..................................... 9   Shares .............................................................. 7   Signing Date .................................................... 7   Source Code Contract .................................. 36   Special Deductible ........................................ 26   Specific Matters ............................................ 28   Stock Consideration ..................................... 10   Straddle Period ............................................. 30   Tax Audits ...................................................... 32   Tax Authority ................................................. 28   Tax Corrected Contingent Purchase Price 15   Tax Measures ................................................ 32   Tax Returns ................................................... 29   Tax Warranties .............................................. 22   Tax/Taxes ....................................................... 28   Termination Date ...........................................20   Third Party Claim ..........................................23   Transaction ......................................................7   Transaction Expenses ....................................9   Two-Year Operating Plan .............................17   Unsecured Amount .......................................13   Unused Holdback Amount ...........................13   Updated Disclosure Schedule .....................25   Upper Limit WC Corridor ................................9   Upward Adjustment Amount .......................13   Valid Objection ..............................................12   VAT .................................................................29   VAT Directive .................................................29   Working Capital ...............................................9   Working Capital Corridor ...............................9   Working Capital Target ...................................9            





 







- 6 -      LIST OF EXHIBITS      Exhibit (C) Description of Shares    Exhibit 1.7 Consent declarations of spouses   Exhibit 2.2 Definitions of Cash, Debt and Working Capital   Exhibit 2.4 Escrow Agreement    Exhibit 2.7 Investment Representations   Exhibit 4.1  Account system (Kontenrahmen)   Exhibit 4.4(c) Rights and obligations relating to registration rights   Exhibit 4.6 Changes to business not permitted   Exhibit 4.7 Two-Year Operating Plan   Exhibit 5.4 MAC Determination Procedure   Exhibit 6.1(a) Managing director services agreements   Exhibit 6.1(b) List of new signatories for bank accounts of the Company   Exhibit 6.1(e) Deed of transfer for Consideration Shares   Exhibit 6.2 Closing Confirmation    Exhibit 7.1 Sellers' Warranties    Exhibit 14.2 Draft of the sale and transfer agreement upon the exercise of the Call Option   on the JV Shares   Exhibit 15.2 Draft of amendment agreement to new employment agreements for Key Em-   ployees   Exhibit 15.3 List of continuing agreements    Exhibit 15.4 Loan agreements with printing partners   Exhibit 1.1 Confidentiality Agreement                    





 







- 7 -      PREAMBLE   (A) The Company is a German limited liability company (Gesellschaft mit beschränkter Haftung -   GmbH) and is active as an online printing company in Germany and, to a smaller extent, in oth-   er European countries.    (B) The share capital of the Company amounts to EUR 26,460.00 as of the date hereof ("Signing   Date").   (C) The Sellers are the sole shareholders of the Company. The Sellers hold shares in the Company   as specified in Exhibit (C) ("Shares").   (D) The Seller 1 and the Seller 2 are currently managing directors of the Company and shall contin-   ue this function following the Closing of the transaction contemplated by this Agreement   ("Transaction") pursuant to new managing director service agreements to be concluded with   effect as of the Closing.   (E) The Guarantor is one of the leading global companies listed on the Nasdaq Global Select Mar-   ket focusing on mass customization and web-to-print. The Guarantor wishes to ensure full and   punctual fulfilment of all payment obligations of the Purchaser under this Agreement and to as-   sume the obligations imposed on the Guarantor under this Agreement.   (F) The Purchaser is an indirect wholly-owned subsidiary of the Guarantor.   (G) The Sellers and the Purchaser have agreed that the Sellers sell and transfer all Shares in the   Company to the Purchaser subject to the terms and conditions of this share purchase agree-   ment ("Agreement").      NOW, THEREFORE, the Parties agree as follows:   1. SALE AND TRANSFER   1.1 The Seller 1 hereby agrees to sell (verkaufen) the Shares 1 to the Purchaser and, subject to the   conditions precedent (aufschiebende Bedingungen) of payment of the Closing Payments in ac-   cordance with Section 2.8 and delivery of the Consideration Shares assigns (übertragen) the   Shares 1, including all ancillary rights (Nebenrechte) in particular the right to receive dividends   for the current fiscal year as well as not distributed profits for previous fiscal years, to the Pur-   chaser. The Purchaser hereby agrees to the sale and assignment of the Shares 1.    1.2 The Seller 2 hereby agrees to sell (verkaufen) the Shares 2 to the Purchaser and, subject to the   conditions precedent (aufschiebende Bedingungen) of payment of the Closing Payments in ac-   cordance with Section 2.8 and delivery of the Consideration Shares assigns (übertragen) the   Shares 2, including all ancillary rights (Nebenrechte) in particular the right to receive dividends   for the current fiscal year as well as not distributed profits for previous fiscal years, to the Pur-   chaser. The Purchaser hereby agrees to the sale and assignment of the Shares 2.   1.3 The Seller 3 hereby agrees to sell (verkaufen) the Shares 3 to the Purchaser and, subject to the   conditions precedent (aufschiebende Bedingungen) of payment of the Closing Payments in ac-    





 







- 8 -      cordance with Section 2.8 and delivery of the Consideration Shares assigns (übertragen) the   Shares 3, including all ancillary rights (Nebenrechte) in particular the right to receive dividends   for the current fiscal year as well as not distributed profits for previous fiscal years, to the Pur-   chaser. The Purchaser hereby agrees to the sale and assignment of the Shares 3.   1.4 The Seller 4 hereby agrees to sell (verkaufen) the Shares 4 to the Purchaser and, subject to the   conditions precedent (aufschiebende Bedingungen) of payment of the Closing Payments in ac-   cordance with Section 2.8 and delivery of the Consideration Shares assigns (übertragen) the   Shares 4, including all ancillary rights (Nebenrechte) in particular the right to receive dividends   for the current fiscal year as well as not distributed profits for previous fiscal years, to the Pur-   chaser. The Purchaser hereby agrees to the sale and assignment of the Shares 4.   1.5 The Seller 5 hereby agrees to sell (verkaufen) the Shares 5 to the Purchaser and, subject to the   conditions precedent (aufschiebende Bedingungen) of payment of the Closing Payments in ac-   cordance with Section 2.8 and delivery of the Consideration Shares assigns (übertragen) the   Shares 5, including all ancillary rights (Nebenrechte) in particular the right to receive dividends   for the current fiscal year as well as not distributed profits for previous fiscal years, to the Pur-   chaser. The Purchaser hereby agrees to the sale and assignment of the Shares 5.   1.6 The Sellers, being the sole shareholders of the Company and waiving compliance with all for-   malities and notice periods with regard to the convening and holding of a shareholders’ meet-   ing, hereby hold a shareholders' meeting of the Company and hereby unanimously pass a   shareholders’ resolution declaring consent to the sale and transfer of the Shares under this   Agreement as provided in Section 9 of the articles of association (Gesellschaftsvertrag) of the   Company. The Company hereby declares the consent of the Company to the sale and transfer   of the Shares under this Agreement. The Sellers hereby expressly waive any pre-emptive right   (Vorkaufsrecht) or other rights they may have to purchase the Shares.   1.7 The spouses of the Sellers 3 and 5 have consented to the execution and implementation to this   Agreement to comply with the requirements of Section 1365 of the German Civil Code (BGB)   ("BGB") pursuant to the consent declarations attached hereto as Exhibit 1.7. Seller 1 is not   married. For the marriage of Seller 2, separation of estate (Gütertrennung) applies. A declara-   tion by the spouse of Seller 2 is attached hereto as part of Exhibit 1.7.    1.8 The percentage of Share Purchase Price or Contingent Purchase Price due to each Seller shall   be calculated on the basis of the ratio of the nominal amount of the Shares sold by the respec-   tive Seller to the full share capital of the Company and is hereinafter referred to as "Individual   Seller Allocation".          





 







- 9 -      2. SHARE PURCHASE PRICE   2.1 The share purchase price ("Share Purchase Price") shall be calculated according to the follow-   ing formula:   EUR 140,000,000 (in words: Euro one hundred forty million);    plus    (a) the amount of the Cash of the Company as of the Closing Date according to the Final   Closing Accounts; and   (b) the amount, if any, by which the Working Capital of the Company according to the Final   Closing Accounts as of the Closing Date exceeds the Upper Limit WC Corridor;    minus   (c) the amount of the Debt of the Company as of the Closing Date as shown in the Final   Closing Accounts;   (d) the amount, if any, by which the Working Capital of the Company according to the Final   Closing Accounts as of the Closing Date falls short of the Lower Limit WC Corridor;    (e) the amount of Transaction Expenses that are shown in the Final Closing Accounts.   2.2 For the determination of the Share Purchase Price the following definitions shall apply:   (a) "Cash" shall have the meaning given it in Exhibit 2.2;   (b) "Debt" shall have the meaning given it in Exhibit 2.2;   (c) "Working Capital" shall have the meaning given it in Exhibit 2.2;   (d) "Working Capital Target" shall mean an amount of minus EUR 4,700,000;   (e) "Working Capital Corridor" shall mean a corridor of EUR 350,000 above and below   the Working Capital Target, i.e. the upper limit of the Working Capital Corridor is an   amount of minus EUR 4,350,000 ("Upper Limit WC Corridor") and the lower limit of the   Working Capital Corridor is an amount of minus EUR 5,050,000 ("Lower Limit WC Cor-   ridor").    (f) "Transaction Expenses" shall mean all external transaction costs, costs or payments   based on claims which are directly and only triggered by the change of control in the   Company, retention, severance or similar obligations of the Company based on com-   mitments or agreements prior to Closing and required to be paid by the Company after   the Closing except for any expenses expressly agreed to be borne by the Purchaser, in-   cluding Sections 2.4, 3.10 and 22.   2.3 The Parties estimate the Share Purchase Price as of the Scheduled Closing Date based on the   Sellers' good faith estimates of the items set forth in Section 2.1 to an amount of   EUR 156,500,000 ("Initial Estimated Share Purchase Price"). Not less than eight (8) Busi-    





 







- 10 -      ness Days prior to the Scheduled Closing Date, the Sellers' Agent shall send an update of the   Sellers' good faith estimate of the Share Purchase Price ("Revised Estimated Share Pur-   chase Price") together with a draft of the Closing Accounts reflecting the due estimates of the   Sellers and other documentation which supports the Sellers' calculation of the Revised Estimat-   ed Share Purchase Price. If Sellers' Agent and Purchaser agree not later than five (5) Business   Days prior to the Scheduled Closing Date on the Revised Estimated Share Purchase Price,   then the Revised Estimated Share Purchase Price shall be used to determine the payments to   be effected by the Purchaser on the Scheduled Closing Date. Unless not agreed otherwise, if   the Sellers and Purchaser fail to agree on the Revised Estimated Share Purchase Price until   two (2) Business Days prior to the Scheduled Closing Date, the Initial Estimated Share Pur-   chase Price shall be used to determine the payments to be effected by the Purchaser on the   Scheduled Closing Date. The amount of the estimate of the Share Purchase Price being deci-   sive for the payments to be effected by the Purchaser on the Scheduled Closing Date pursuant   to this Section 2.3 is hereinafter referred to as "Estimated Share Purchase Price". Any   agreement reached in this phase of the procedure does not preclude either Party from request-   ing a subsequent adjustment based on Section 3.    2.4 On the Scheduled Closing Date, an amount equal to EUR 18,000,000 (in words: Euro eighteen   million) ("Escrow Amount") shall be deposited by the Purchaser in escrow at the notary public   Thomas Haasen, Munich ("Escrow Agent") pursuant to an escrow agreement essentially in the   form attached as Exhibit 2.4 ("Escrow Agreement"). The costs of the Escrow Agent shall be   borne by the Purchaser. The Escrow Amount shall serve as collateral for the satisfaction of any   claims by the Purchaser against any, several or all of the Sellers pursuant to the Agreement, in-   cluding but not limited to claims arising from the Sellers' breaches of Sellers' Warranties or non-   compliance of any covenants.   2.5 The Escrow Amount shall be released to the Sellers in accordance with the provisions of the   Escrow Agreement.   2.6 An amount equal to EUR 3,000,000 (in words: Euro three million) ("Holdback Amount") shall   not be paid by the Purchaser to the Sellers on the Scheduled Closing Date, but shall be with-   held from the Estimated Share Purchase Price and shall serve as collateral for the satisfaction   of any claims by the Purchaser against the Sellers for the payment of a Downward Adjustment   Amount pursuant to Section 3.8(b).    2.7 An amount equal to EUR 8,000,000 (in words: Euro eight million) ("Stock Consideration") of   the Estimated Share Purchase Price shall not be paid by the Purchaser to the Sellers on the   Scheduled Closing Date in cash, but shall be settled with discharging effect by delivery of ordi-   nary shares, EUR 0.01 par value per share, of Cimpress N.V. ("Cimpress Stock") by the Pur-   chaser to the Sellers equal to the Stock Consideration divided by the Average Cimpress Share   Price measured as of the Scheduled Closing Date, rounded downwards to the next full number   of shares ("Consideration Shares"). At the Closing, each Seller shall make the Investment   Representations with respect to the Consideration Shares that are set forth on Exhibit 2.7. The   Consideration Shares shall be allocated to the Sellers at the Individual Seller Allocation, subject   to any reasonable adjustments in view of rounding requirements. For purposes of this Agree-   ment, the "Average Cimpress Share Price" means the average closing price for Cimpress   Stock on the Exchange for all trading days during the 180 calendar-day period ending on the     





 







- 11 -      last trading day prior to the Scheduled Closing Date or, as the case may be, the date of pay-   ment of the Contingent Purchase Price; the "Exchange" means the Nasdaq Global Select Mar-   ket or any successor thereto or such other public securities exchange on which Cimpress ordi-   nary shares may be traded in lieu of the Nasdaq Global Select Market. For purposes of calculat-   ing the number of Consideration Shares, the Euro-US Dollar exchange rate as published by   Wall Street Journal Europe at 11.00 am (German time) on the website "wsj.com" (the "Ex-   change Rate") on the last Business Day preceding the Scheduled Closing Date shall be used   to convert the Average Cimpress Share Price into Euro. If Cimpress Stock is not traded on an   Exchange at Closing, then the Stock Consideration shall be paid in cash.   2.8 The Purchaser shall effect the following payments on the Scheduled Closing Date ("Closing   Payments"):   (a) The Purchaser shall pay to the Seller 1 at Closing an amount equal to his Individual   Seller Allocation of the total of the Estimated Share Purchase Price less the Escrow   Amount less the Holdback Amount less the Stock Consideration ("Seller 1 Closing   Payment") by wire transfer of funds to the Seller 1;    (b) The Purchaser shall pay to the Seller 2 at Closing an amount equal to the Individual   Seller Allocation of the total of the Estimated Share Purchase Price less the Escrow   Amount less the Holdback Amount less the Stock Consideration ("Seller 2 Closing   Payment") by wire transfer of funds to the Seller 2;   (c) The Purchaser shall pay to the Seller 3 at Closing an amount equal to the Individual   Seller Allocation of the total of the Estimated Share Purchase Price less the Escrow   Amount less the Holdback Amount less the Stock Consideration ("Seller 3 Closing   Payment") by wire transfer of funds to the Seller 3;   (d) The Purchaser shall pay to the Seller 4 at Closing an amount equal to the Individual   Seller Allocation of the total of the Estimated Share Purchase Price less the Escrow   Amount less the Holdback Amount less the Stock Consideration ("Seller 4 Closing   Payment") by wire transfer of funds to the Seller 4;   (e) The Purchaser shall pay to the Seller 5 at Closing an amount equal to the Individual   Seller Allocation of the total of the Estimated Share Purchase Price less the Escrow   Amount less the Holdback Amount less the Stock Consideration ("Seller 5 Closing   Payment") by wire transfer of funds to the Seller 5;   (f) The Purchaser shall pay to the Escrow Agent an amount equal to the Escrow Amount   by wire transfer of funds to the Escrow Agent.   2.9 The Parties have the common understanding that the sale of the Shares pursuant to this   Agreement does not trigger VAT. The Sellers will not opt for VAT with respect to the sale of the   Shares pursuant to Section 9 (1) German VAT Act (Umsatzsteuergesetz).   3. CLOSING ACCOUNTS   3.1 The Purchaser shall prepare with the assistance of the Company and deliver to the Sellers'   Agent a balance sheet of the Company as of the Closing Date, including a calculation of the     





 







- 12 -      amounts of Cash, Debt, Working Capital, Transaction Expenses and Share Purchase Price   ("Closing Accounts") within 60 Business Days following the Closing Date. The Closing Ac-   counts shall be prepared on the basis of the German Commercial Code (HGB) ("HGB") in line   with German generally accepted accounting principles in accordance with the accounting poli-   cies as applied by the Company, including the principle of balance sheet continuity and retain-   ing the same methods of accounting for and valuation of all assets, liabilities and reserves and   the same policies and elections used or made by the Company in the preparation of the finan-   cial statements for the business year ending on 31 December 2014, each to the extent in line   with HGB ("Closing Accounting Principles").    3.2 The Sellers’ Agent shall notify the Purchaser in writing of any objections to the items set forth in   the Closing Accounts which are relevant for the calculation of the Share Purchase Price within   20 Business Days of receipt of the Closing Accounts ("Objection Period"), specifying the   changes the Sellers wish to make and providing justification for their views ("Objection No-   tice"). The Sellers’ Agent shall deliver to the Purchaser together with the Objection Notice a re-   vised version of the Closing Accounts which includes the amendments to the Closing Accounts   which are in the Sellers’ Agent's opinion required and which are described in detail in the Objec-   tion Notice ("Revised Closing Accounts").   3.3 If the Purchaser and the Sellers’ Agent are not able to resolve the contentious matters set forth   in the Revised Closing Accounts within 15 Business Days of the receipt of it by the Purchaser,   the Purchaser and the Sellers’ Agent shall jointly appoint an accounting expert to review the   contentious matters. If the Purchaser and the Sellers’ Agent cannot agree on an accounting ex-   pert, any of them may apply to the German Institute of Chartered Accountants (Institut der   Wirtschaftsprüfer in Deutschland e.V.) who shall appoint one of the "Big Four" accounting firms   as accounting expert ("Independent Expert"). The Independent Expert shall act as an expert   with binding effect for the Sellers and the Purchaser. The items determined by the Independent   Expert may not be above or below the figures proposed by the Sellers’ Agent and the Purchas-   er. The Independent Expert shall, taking account of any matters already agreed by the Sellers’   Agent and the Purchaser, also determine the changes (if any) to be made to the Closing State-   ments, which as so changed, shall replace the previously submitted Closing Statements. The   Parties shall instruct the Independent Expert to complete its review and determination within 20   Business Days of commencing such review. The Sellers’ Agent and the Purchaser shall be giv-   en the opportunity to present their views in English in writing and in at least one oral hearing.   The procedure conducted by the Independent Expert shall be carried out in English, and all writ-   ten evidence submitted to the Independent Expert shall be provided with English translations   where the original document is not in English.   3.4 If the Sellers’ Agent does not deliver a valid Objection Notice (together with Revised Closing   Accounts) within the Objection Period ("Valid Objection") or the Sellers’ Agent notifies the Pur-   chaser that the Sellers have no objection to the Closing Accounts, they will become final and   binding on the Parties for the purpose of the Agreement on the earlier of the date of such notice   or the day on which the Objection Period has expired without a Valid Objection.   3.5 If the Sellers’ Agent gives a Valid Objection, the Closing Accounts (as amended, if required)   shall become final and binding on the Parties for the purpose of the Agreement on the earlier of   either:     





 







- 13 -      (a) the day on which the Sellers’ Agent and the Purchaser resolve in writing the contentious   matters amongst themselves; or   (b) the day on which the Independent Expert delivers his decision in writing regarding the   contentious matters.   In both cases the Closing Accounts shall be amended to reflect such resolution of the conten-   tious matters.   3.6 The Closing Accounts (as amended, if required) which have become binding on the Parties   according to Sections 3.4 and 3.5 are hereinafter referred to as the "Final Closing Accounts".   3.7 The Share Purchase Price calculated on the basis of the numbers set forth in the Final Closing   Accounts is hereinafter referred to as the "Final Share Purchase Price".   3.8 If, based on the Final Closing Accounts, there is a difference between the Estimated Share Pur-   chase Price and the Final Share Purchase Price as calculated based on the Final Closing Ac-   counts, then such difference ("Purchase Price Balancing Amount") shall be paid as follows:   (a) if the Final Share Purchase Price is higher than the Estimated Share Purchase Price   (such difference amount: "Upward Adjustment Amount"), then the Purchaser shall pay   within 10 Business Days after the Final Closing Accounts have become available the   Upward Adjustment Amount plus interest at the Contractual Interest Rate as from the   Scheduled Closing Date to the Sellers split pursuant to the Individual Seller Allocation.   The Share Purchase Price shall be deemed to have been increased by the Upward Ad-   justment Amount and interest at the Contractual Interest Rate;   (b) if the Final Share Purchase Price is lower than the Estimated Share Purchase Price   (such difference amount: "Downward Adjustment Amount"), then (i) the Purchaser's   claim on account of payment of the Downward Adjustment Amount shall be set-off   against the Holdback Amount and the Holdback Amount shall be reduced accordingly   and (ii) to the extent that the Downward Adjustment Amount exceeds the Holdback   Amount ("Unsecured Amount"), the Sellers shall pay the Unsecured Amount plus in-   terest at the Contractual Interest Rate as from the Scheduled Closing Date to the Pur-   chaser within 10 Business Days after the Final Closing Accounts have become availa-   ble. The Share Purchase Price shall be deemed to have been reduced by the Down-   ward Adjustment Amount and interest at the Contractual Interest Rate.   (c) In case and to the extent the Holdback Amount is not required to satisfy the Purchaser's   claims pursuant to Section 3.8(b) ("Unused Holdback Amount"), the Purchaser shall   pay the Unused Holdback Amount plus interest at the Contractual Interest Rate as from   the Scheduled Closing Date to the Sellers split between the Sellers pursuant to the Indi-   vidual Seller Allocation within 10 Business Days after the Final Closing Accounts are   available.   3.9 "Contractual Interest Rate" means 1.5% per annum.    3.10 The costs of the Sellers' review of the Closing Accounts shall be borne by the Sellers. Any costs   of the Purchaser or the Company in connection with the Closing Accounts shall be borne (eco-    





 







- 14 -      nomically) by the Purchaser. The costs of the Independent Expert shall be allocated to reflect   the extent to which each Party's positions were respectively accepted and rejected, as deter-   mined by the Independent Expert.   3.11 All declarations to be made by the Sellers throughout the procedure set forth in this Section 3   shall be made on behalf of the Sellers by the Sellers' Agent only, acting for all Sellers, and the   Purchaser shall be entitled to rely in all respects on any communication from the Sellers' Agent.   The Sellers' Agent is entitled to receive on behalf of the Sellers all declarations to be made vis-   à-vis the Sellers pursuant to this Section 3.   4. CONTINGENT PURCHASE PRICE (EARN-OUT)   4.1 For purposes of this Section 4:   (a) "Aggregated Gross Profit" shall mean the amount of (i) revenues (Umsatzerlöse) gen-   erated in the ordinary course of business as defined in Section 275 para. (2) no. 1 or (3)   no. 1 HGB (as the case may be) less, and as booked in the line items of the account   system (Kontenrahmen) set forth in Exhibit 4.1: (ii) material expenses (Materi-   alaufwand) in the meaning of Section 275 para. (2) no. 5 HGB and as booked in the line   items of the account system (Kontenrahmen) set forth in Exhibit 4.1 less (iii) delivery   expenses (Vertriebskosten) and as booked in the line items of the account system   (Kontenrahmen) set forth in Exhibit 4.1, each as shown in the Final Earn-Out State-   ments, provided, the Aggregated Gross Profit shall be adjusted for an amount that   would have been counted as Aggregated Gross Profit had the Purchaser not modified   the Company’s pre-Closing revenue recognition cut-off policies; provided further, such   adjustment shall be based upon the resultant deferred revenue balance as of December   31, 2017 and the average level of Aggregated Gross Profit of the Company during cal-   endar year 2017.   (b) "Bad Leaver Scenario" shall be fulfilled in case (i) the managing director service   agreement of the relevant Seller is terminated by such Seller without material reason   (wichtiger Grund) in the meaning of Section 626 (1) of the German Civil Code or (ii) the   employment agreement of the relevant person is terminated by the Company for mate-   rial reason (wichtiger Grund) in the meaning of Section 626 (1) of the German Civil   Code based on personal misbehaviour. In case of a death or Permanent Inability to   work of Seller 1 or Seller 2, this shall not constitute a Bad Leaver Scenario. For such   purposes, “Permanent Inability” means that the Seller, based upon reasonable medical   evidence, has become physically or mentally incapacitated so as to render him or her   incapable of performing his usual and customary duties.   4.2 In case the sum of the Aggregated Gross Profit of the Company for the calendar years 2016   and 2017 ("Earn-Out Period") exceeds the target set forth in Exhibit 4.1, the Purchaser shall   pay to the Sellers, split pursuant to the Individual Seller Allocations, a contingent purchase   price, calculated in accordance with Exhibit 4.1, in an amount not to exceed EUR 40,000,000 (in   words: Euro forty million) ("Contingent Purchase Price") plus interest at the Contractual Inter-   est Rate since 1 April 2018 pursuant to this Section 4.      





 







- 15 -      4.3 The Purchaser shall pay the Contingent Purchase Price to the Sellers 1 to 5, as the case may   be, subject to any German Tax deductions, if and to the extent a Tax deduction/payment by the   Purchaser with respect to the Contingent Purchase Price is required under German law (includ-   ing case-law and official publications of the Tax Authorities) applicable at the Contingent Pay-   ment Date. If the Purchaser is required to make such Tax deduction/payment, the Purchaser   shall make the Tax deduction and the Tax payment to the Tax Authorities in accordance with   applicable German law (the Contingent Purchase Price less such applicable Tax deduction   amount hereinafter referred to as the “Tax Corrected Contingent Purchase Price”) and pro-   vide the Sellers 1 to 5, as the case may be, with written evidence or confirmation (including con-   firmation by using an official form if such form is legally required) issued by the Purchaser that   such Tax deduction/payment has been made upon payment of the Tax Corrected Contingent   Purchase Price to the relevant Seller. Subject to the preceding sentences of this Section 4.3   which shall take priority, the Purchaser shall not be entitled to deduct German payroll Tax   (Lohnsteuer) from the Contingent Purchase Price payable to Sellers 1, 2 and 4, as the case   may be, if (i) a Confirmatory Payroll Tax Ruling is issued to the Company within seven (7)   months after the Closing Date and such ruling is maintained as of a Bad Leaver Scenario, (ii) a   Payroll Tax Ruling that is not a Confirmatory Payroll Tax Ruling is issued to the Company in the   aforementioned period or (iii) an application for a Payroll Tax Ruling has been submitted to the   competent Tax Authorities as set forth under Section 12.8 but no Payroll Tax Ruling has been   issued to the Company within seven (7) months after the Closing Date.   4.4 As regards the payment of the Contingent Purchase Price, the Parties agree as follows:   (a) The Tax Corrected Contingent Purchase Price shall be paid at the Purchaser's election   either in cash or in Cimpress Stock (or a combination thereof) and the number of shares   of Cimpress Stock to be issued shall be determined by dividing the Contingent Pur-   chase Price (to the extent paid in Cimpress Stock) by the Average Cimpress Stock Price   using the Exchange Rate, measured respectively as of the last trading day and last   Business Day preceding the date of payment of the Tax Corrected Contingent Purchase   Price ("Contingent Payment Date");    (b) The Sellers acknowledge and agree that any Cimpress Stock that is issued to the   Sellers as all or part of the Tax Corrected Contingent Purchase Price shall be subject to   any applicable restrictions on resale under the Securities Act of 1933 of the United   States and regulations promulgated thereunder, and the Sellers who at such time are   employees or managers of the Company shall also be subject to Cimpress policies and   rules governing transaction in Cimpress Stock;    (c) Exhibit 4.4(c) sets forth the rights and obligations of Cimpress N.V. and the Sellers with   respect to the registration and resale of the Cimpress Stock issued to the Sellers under   this Section 4.4, which rights and obligations shall be set forth in a separate agreement   to which Cimpress N.V. shall be a party ("Registration Rights Agreement");    (d) In no event shall the number of shares of Cimpress Stock issued under Section 2.7 and   this Section 4.4 exceed 19.9% of the total number of outstanding shares of Cimpress   Stock on the Scheduled Closing Date or the Contingent Payment Date respectively, in     





 







- 16 -      which case a respective exceeding amount of the Stock Consideration and/or of the Tax   Corrected Contingent Purchase Price, as the case may be, shall be paid in cash;    (e) If Cimpress Stock is not traded on an Exchange at the time the Tax Corrected Contin-   gent Purchase Price is expected to be paid or if a registration statement for the Cim-   press Stock is not effective within than 7 days following such expected payment date   (except by reason of a suspension as permitted by paragraph 1(c) of Exhibit 4.4(c)),   then the Tax Corrected Contingent Purchase Price shall be paid in cash.   4.5 The Gross Profit for the Earn-Out Period shall be determined on the basis of the financial   statements of the Company for such periods to be prepared by the Purchaser in line with the   HGB and German generally accepted accounting principles ("Earn-Out Statements"). The   Purchaser shall arrange for an audit of the Earn-Out Statements to the extent that a period rele-   vant for the Earn-out is part of a financial year of the Company (Geschäftsjahr), whereby it is   clarified that the Purchaser intends to introduce a financial year of the Company for the period   from 1 July to 30 June of the following year after Closing. The Earn-Out Statements will be pro-   vided to the Seller's Agent within thirty (30) Business Days following the Earn-Out Period. Upon   the request of the Sellers’ Agent, the financial statements of the Company for the period from   July 1 to December 31, 2017, which are not audited pursuant to the second sentence above,   shall be audited and the costs of such audit shall be borne by the Sellers. Sections 3.2 through   3.5, 3.10 and 3.11 shall apply mutatis mutandis accordingly for any dispute resolution regarding   the Earn-Out Statements. The Earn-Out Statement (as amended, if required) which has be-   come binding between the Parties according to Sections 3.4 and 3.5 shall be the "Final Earn-   Out Statement".   4.6 After Closing, the Purchaser is entitled to implement any changes in the conduct of the Compa-   ny's business it deems necessary except for the matters listed in Exhibit 4.6 and other than   changes the effect or sole purpose of which are to adversely affect the ability of the Sellers to   earn the Contingent Purchase Price ("Adverse Effect"). In the event there is (i) a breach by the   Purchaser of its covenants in Exhibit 4.6 or (ii) an Adverse Effect (or such Adverse Effect can   be reasonably expected) resulting from a material change in the sourcing strategy of the Com-   pany (i.e. dealings with all raw material suppliers and printing partners) and that is proposed or   implemented by the Company at the request of the Purchaser and, in either (i) or (ii), the   Sellers' Agent has objected in writing to such relevant issue within one month after the Sellers   have been informed of such intention or implementation, then the Contingent Purchase Price   shall be adjusted to neutralize the effect of such changes if they have resulted in an Adverse Ef-   fect. The objections from the Sellers’ Agent shall state in reasonable detail his reasons for be-   lieving that the relevant issue will result in an Adverse Effect, and the Purchaser shall be enti-   tled to dispute the grounds for any such objections. If the Parties are unable to agree on wheth-   er and how to adjust the Contingent Purchase Price, then the dispute shall be resolved, if   agreed by the Sellers' Agent and the Purchaser, as provided in the last two sentences of Sec-   tion 4.5, and if not so agreed, by the arbitration procedure pursuant to Section 23.10.   4.7 Payment of the Tax Corrected Contingent Purchase Price shall be subject to the Sellers con-   ducting, unless otherwise agreed between the Sellers and the Purchaser, the business (i) in a   manner substantially consistent with past practice with a view to sustaining continued growth   without significant negative impact on the Company's free cash flow margin, operating income     





 







- 17 -      margin and key balance sheet metrics and (ii) within the budgets for expenses (other than ma-   terial expenses (Materialaufwand) and delivery expenses (Kosten Warenabgabe)) as set forth   in the business plan and budgets for the Earn-Out Period attached hereto as Exhibit 4.7 (the   "Two-Year Operating Plan"). The Purchaser, including any additional managing director of the   Company appointed by the Purchaser, shall not initiate any actions after the Closing which ma-   terially hinder the fulfilment of the Two-Year Operating Plan by the Company. If the Sellers 1   and 2 become aware that there is based on a reasonable assessment a deviation from the   Two-Year Operating Plan, the Sellers shall promptly inform the Purchaser and the Sellers and   the Purchaser shall discuss in good faith any amendment possibly required to the Two-Year   Operating Plan. Any amendment to the Two-Year Operating Plan can only be implemented in   case the Purchaser and the Sellers agree to such amendment. If the Purchaser becomes aware   that there is, based on a reasonable assessment, a breach by the Sellers of their obligations set   forth in this Section 4, the Purchaser shall promptly inform the Sellers.   4.8 In the event that the Purchaser transfers or otherwise disposes of all or of the majority of the   shares in the Company to a third party until 31 December 2017 ("Change of Control") and pro-   vided the conditions set forth in this Section 4.8 for payment of the Contingent Purchase Price   are fulfilled, the Purchaser shall pay to the Sellers, split pursuant to the Individual Seller Alloca-   tions, the Tax Corrected Contingent Purchase Price plus interest at the Contractual Interest   Rate since the CoC Payment Date (as defined in Section 4.9 below). The date of the comple-   tion of the transaction triggering a Change of Control is hereinafter referred to as "CoC Date". A   transfer or disposal of all or of the majority of shares in the Company to any current or future af-   filiates of the Purchaser within the meaning of Sec. 15 et seq. German Stock Corporation Act   ("Affiliates") shall not be considered as a Change of Control and shall not trigger the payment   of the Contingent Purchase Price.    (a) In case of a Change of Control, for the purpose of calculating the Contingent Purchase   Price, the Aggregated Gross Profit for the Earn-Out Period shall be determined (i) for   the period between 1 January 2016 until the month end prior to the CoC Date ("Earn-   Out Phase 1") on the basis of the actual business figures of the Company and (ii) for   the remainder of the Earn-Out Period not covered by the Earn-Out Phase 1 ("Earn-Out   Phase 2") as set forth in Section 4.8(b) below.    (b) The Purchaser shall calculate the Aggregated Gross Profits for (i) the most recent com-   plete calendar month prior to the Closing Date ("Base-Month Profits") and for (ii) the   most recent complete calendar month prior to the CoC Date ("End-Month Profits").The   growth rate of Aggregated Gross Profits from the Base-Month Profits to the End-Month   Profits shall then be applied on a linear basis to the Earn-Out Phase 2 in order to calcu-   late the Aggregated Gross Profits for the Earn-Out Phase 2 for purposes of the Contin-   gent Purchase Price.   (c) In case of a Change of Control, the Purchaser shall prepare a statement on the relevant   business figures of the Company for the Earn-Out Period according to the foregoing   calculation included in Section 4.8(a) and (b) ("CoC Earn-Out Statement") and the pro-   cedure set forth in Section 4.5 shall apply accordingly to the determination of the CoC   Earn-Out Statement.       





 







- 18 -      4.9 The Tax Corrected Contingent Purchase Price, if any, shall be due and payable in cash and/or   Cimpress Stock to the Sellers within 20 Business Days (i) after the Earn-Out Statements for the   calendar year 2017 have become final pursuant to Section 4.5 or, as the case may be, in case   of a Change of Control, (ii) after the CoC Earn-Out Statements have become final pursuant to   Section 4.8 in connection with Section 4.5 ("CoC Payment Date").   4.10 Subject to the condition precedent (aufschiebende Bedingung) that the Company receives with-   in seven (7) months after the Closing Date a Confirmatory Payroll Tax Ruling and such ruling is   maintained as of a Bad Leaver Scenario, each of Seller 1 and Seller 2 shall forfeit his entitle-   ment to the Contingent Purchase Price (and the Seller 4 forfeits a 50% portion of its entitlement   to the Contingent Purchase Price per relevant Seller 1 and Seller 2) in case a Bad Leaver Sce-   nario occurs with respect to such Seller until 31 December 2017.    4.11 Each of Seller 1, Seller 2 and Seller 4 shall forfeit the entitlement to the Contingent Purchase   Price in case any of Seller 1 or Seller 2 breaches its obligations pursuant to Section 18 of the   Agreement. In such case the entitlement of Seller 3 and Seller 5 to receive the Individual Seller   Allocation of the Contingent Purchase Price attributable to such Sellers shall remain unaffected.   5. CLOSING CONDITIONS   5.1 The obligation of the Parties to perform the Closing Events shall be subject to each of the fol-   lowing conditions ("Mutual Closing Conditions") being either fulfilled or duly waived pursuant   to Section 5.5:   (a) No restraining order or injunction which prohibits or delays the Transaction exists;   (b) The consents required under the German Act against Competitive Restraints and under   the Austrian merger control regime (collectively, the "Cartel Filings") have been granted   or been deemed granted (e.g. due to lapse of applicable waiting periods), whereby any   conditions (Auflagen und Bedingungen) declared by the respective authority have only   to be accepted by the Purchaser under the requirements set forth in Section 5.6 below;   (c) No Material Adverse Change shall have occurred between the Signing Date and the   Closing Date; "Material Adverse Change" shall mean    (i) any inability of the Seller 1 or the Seller 2, for whatever reason, to continue to   serve on a full-time basis as managing director of the Company following the   Closing Date, or   (ii) any event or development that materially and adversely affects, or is reasonably   likely to materially and adversely affect the business, properties, financial condi-   tion or results of operations of the Company in a manner which will substantially   prevent (or would reasonably be expected to substantially prevent) or substan-   tially hinder the operation of the business of the Company after giving effect to   the Transaction contemplated in this Agreement and which occurred after the   Signing Date and which is not cured prior to the Scheduled Closing Date (or if   the Material Adverse Effect is reasonably capable of cure and Sellers are active-   ly seeking to cure such Material Adverse Effect, prior to the Termination Date, as     





 







- 19 -      defined in Section 5.7) either by the Sellers or the Company without any finan-   cial disadvantages for the Company or fully compensated through insurance   coverage available to the Company. Notwithstanding the foregoing, a Material   Adverse Effect pursuant to this Section 5.1(c)(ii) shall not include, for which the   Sellers shall bear the burden of proof (Beweislast), (A) changes arising out of or   resulting from general economic or industry-wide financial conditions (including   general developments of capital and financial markets), regulatory or political   conditions generally affecting the Company's industry provided the impact on the   Company is not significantly greater than on other companies operating in the   industry in which it operates; (B) any change resulting from measures or actions   in accordance with the terms of this Agreement or taken by or with the approval   of the Purchaser or at the direction or request of the Purchaser; (C) any change   resulting from the announcement or consummation of the Transaction, this   Agreement or the transactions contemplated herein, including, but not limited to,   any employee attrition, impact on revenues and relationship with suppliers and   customers; (D) any change resulting from acts of God, earthquakes, hostilities,   acts of sabotage or terrorism or military actions or any escalation or material   worsening of any such hostilities, acts of sabotage or terrorism or military ac-   tions; or (E) any change resulting from changes in laws or accounting rules or in-   terpretations thereof. The preceding exceptions shall not apply to a Material Ad-   verse Effect under Section 5.1(c)(i).   5.2 The obligation of the Purchaser to perform the Closing Events shall be subject to each of the   following conditions ("Purchaser Closing Conditions") being either fulfilled or duly waived   pursuant to Section 5.5:   (a) The Fundamental Warranties are true and correct at and as of the Signing Date and at   and as of the Closing Date;   (b) The Company and/or any of the Sellers have not materially and intentionally breached   the covenants in Section 13.1, 13.3, 13.4, 13.5, 13.7, 13.9, 13.10, 15.1, the first two   sentences of Section 15.3, 15.4, or Section 18 (whereby for these purposes the cove-   nants included in Section 18 are deemed to be given as from the Signing Date);   (c) The Sellers shall have delivered a certificate to the Purchaser confirming that the Pur-   chaser Closing Conditions pursuant to Section 5.2(a) through 5.2(b) and the condition in   Section 5.1(c) are fulfilled.   The Mutual Closing Conditions and the Purchaser Closing Conditions are collectively referred to   as "Closing Conditions".   5.3 Each Party shall use reasonable best efforts to ensure that the Mutual Closing Conditions will   be fulfilled as soon as possible after the Signing Date. The Sellers shall use reasonable best ef-   forts to ensure that the Purchaser Closing Conditions will be fulfilled as soon as possible after   the Signing Date. As soon as any of the Mutual Closing Conditions and/or any of the Purchaser   Closing Conditions has been either fulfilled or waived, the Sellers and the Purchaser shall mu-   tually notify each other thereof providing reasonable proof.     





 







- 20 -      5.4 For the determination as to whether the Mutual Closing Condition set forth in Section 5.1(c)(ii) is   fulfilled, the Parties agree to follow the procedure set forth in Exhibit 5.4.   5.5 The Purchaser may waive the fulfilment of any of the Purchaser Closing Conditions and/or the   Mutual Closing Condition set forth in Section 5.1(c) by written notice to the Sellers' Agent. The   effect of a waiver shall be limited to eliminating the need for the relevant Purchaser Closing   Condition and/or Mutual Closing Condition to be fulfilled for the purposes of the Closing and   shall not limit or prejudice any claims of the Purchaser may have with respect to such Purchas-   er Closing Condition and/or Mutual Closing Condition not being fulfilled pursuant to this Agree-   ment.    5.6 Except where required otherwise by mandatory law, the Purchaser shall prepare with the due   cooperation by the Company and the Sellers the Cartel Filings and shall ensure that the Cartel   Filings will be filed as soon as reasonable practical after the Signing Date, in any case within a   period of three (3) Business Days following the Signing Date. In case the Company shall be re-   quired under mandatory law to file the Cartel Filing, the Sellers shall ensure that the Company   makes such Cartel Filing based on the draft prepared and approved by the Purchaser as soon   as reasonably practical after the Signing Date, in any case within a period of three (3) Business   Days following the Signing Date. The Sellers and the Company shall make available all support   and information reasonably required by the Purchaser for the preparation of the Cartel Filings.   The Purchaser shall take the lead in the Cartel Filings and shall keep the Sellers' Agent reason-   ably informed about the status of the proceedings. No Party shall submit any Cartel Filings un-   less the content has been approved by the Purchaser. All costs in relation to the Cartel Filings   shall be borne by the Purchaser. In case the competent cartel authority only grants a clearance   for the Cartel Filings with conditions (Auflagen und Bedingungen), the Purchaser is entitled in its   sole discretion to contest such conditions provided there are reasonable prospects that such   conditions can be removed, otherwise, the Purchaser is obliged to accept all conditions unless   such conditions (i) provide for the sale of assets or businesses of any Affiliate of the Guarantor   representing a turnover in excess of EUR 10,000,000 in the aggregate in Germany and Austria   (based on the figures for the calendar year 2015), (ii) cause a material adverse effect to the   Guarantor and its Affiliates (taken as a whole) or (iii) otherwise creates an unreasonable com-   mercial hardship for the Purchaser.    5.7 In the event that any of the Mutual Closing Conditions has neither been fulfilled nor duly waived   within six (6) months after the Signing Date (the "Termination Date"), the Sellers acting jointly   or the Purchaser may withdraw (zurücktreten) from this Agreement, unless the non-fulfilment of   the Closing Conditions is based on a breach by the Party that exercises the withdrawal right   against its obligations in this Agreement. In the event that any of the Purchaser Closing Condi-   tions has neither been fulfilled nor duly waived by the Purchaser prior to the Termination Date,   the Sellers acting jointly or the Purchaser may withdraw (zurücktreten) from this Agreement.   5.8 The withdrawal must be declared in accordance with Section 19 to the respective other Par-   ty/ies. The withdrawal shall be deemed void and shall not have any effect if at the time when the   notice is received by the respective other Party all relevant Closing Conditions have been ful-   filled. The effect of a withdrawal shall be limited to eliminating the obligations of the Parties to   consummate this Agreement and shall not prejudice any claims the withdrawing Party may     





 







- 21 -      have on the basis of any circumstances relating to the non-fulfilment of any Closing Condition or   otherwise.   6. CLOSING   6.1 Within ten Business Days after the date on which the Closing Condition set forth in Section   5.1(b) has been fulfilled or waived ("Scheduled Closing Date") or on such other date as mutu-   ally agreed upon by the Parties, and provided in each case that on such date all Closing Condi-   tions have been and continue to be fulfilled or waived as well, the Parties shall meet at 10:00   am at the offices of Hogan Lovells, Untermainanlage 1, 60329 Frankfurt am Main, or at such   other time and location as mutually agreed upon by the Parties, where the following events (the   "Closing Events" which in their entirety shall constitute the "Closing") shall take place simulta-   neously (Zug-um-Zug):   (a) Each of the Seller 1 and the Seller 2 and the Company enter into a new managing direc-   tor services agreements in the form substantially as attached hereto as Exhibit 6.1(a);    (b) The Sellers deliver the finalized documentation to be submitted to the banks of the   Company, reasonably acceptable to the Purchaser, by which the persons authorized to   conduct transactions on all bank accounts of the Company in accordance with the in-   structions set forth on Exhibit 6.1(b) will be modified; provided, the Purchaser shall   cause any authorized signatories to execute and deliver such documents as the rele-   vant banks may reasonably request, and the Sellers’ Agent shall submit such fully   signed documentation to the relevant banks on the first Business Day following the   Closing;   (c) The Sellers, the Purchaser and the Escrow Agent enter into the Escrow Agreement;   (d) The Guarantor and the Sellers shall enter into the Registration Rights Agreement and   the Sellers shall deliver an executed version of the Investment Representations set forth   in Section 2.7;   (e) The Guarantor and each of the Sellers will enter into deeds of transfer under the laws of   the Netherlands regarding the transfer of the respective Individual Seller Allocation of   the Consideration Shares to each Seller substantially as attached hereto as Exhib-   it 6.1(e);   (f) The Sellers' Agent shall deliver to the Purchaser a list which includes the full names and   addresses of the Printing Partners, including those to be disclosed on Exhibit 15.4;   (g) The Purchaser shall pay the Seller 1 Closing Payment to the Seller 1 as set forth in Sec-   tion 2.8(a);   (h) The Purchaser shall pay the Seller 2 Closing Payment to the Seller 2 as set forth in Sec-   tion 2.8(b);   (i) The Purchaser shall pay the Seller 3 Closing Payment to the Seller 3 as set forth in Sec-   tion 2.8(c);     





 







- 22 -      (j) The Purchaser shall pay the Seller 4 Closing Payment to the Seller 4 as set forth in Sec-   tion 2.8(d);   (k) The Purchaser shall pay the Seller 5 Closing Payment to the Seller 5 as set forth in Sec-   tion 2.8(e);   (l) The Purchaser shall pay the Escrow Amount to the Escrow Agent as set forth in Sec-   tion 2.8(f).   The date on which all Closing Events have taken place shall be the "Closing Date".    6.2 Once all Closing Events have taken place, the Sellers and the Purchaser shall execute the clos-   ing confirmation in the form substantially as attached hereto as Exhibit 6.2.   7. REPRESENTATIONS AND WARRANTIES OF THE SELLERS   7.1 Each Seller hereby guarantees to the Purchaser, by way of independent promises of guarantee   (selbstständige Garantieversprechen) within the meaning of Section 311 para. 1 BGB that the   statements set forth in Exhibit 7.1 (collectively "Sellers' Warranties") are true, correct, com-   plete and complied with as of the Signing Date and as of the Closing Date.    7.2 The Sellers' Warranties in Sections 1, 2 and 3.2 of Exhibit 7.1 is given by each Seller only in   relation to such Seller's own Shares or in relation to itself, as the case may be.   7.3 If and to the extent any of the Sellers' Warranties are made to "Sellers' Knowledge", such   Sellers' Warranty is breached if on the Signing Date or on the Closing Date the Seller 1 or the   Seller 2 or any of Andreas Moessner, Marcus Ade, Heinrich Adler or Norbert Primke (those four   individuals "Key Employees") had either actual knowledge of the relevant fact or could have   had knowledge of the relevant fact if he had used the diligence of a prudent businessperson   (including due inquiries being made). Sellers' Knowledge is attributed to all Sellers.    7.4 The Sellers' Warranties included in Sections 1, 2, 3, 4 and 18 of Exhibit 7.1 are hereinafter   referred to as the "Fundamental Warranties". The Sellers' Warranties included in Section 16 of   Exhibit 7.1 are hereinafter referred to as the "Tax Warranties". The Sellers' Warranties includ-   ed in Section 10 of Exhibit 7.1 are hereinafter referred to as "IP Warranties".   8. REMEDIES   8.1 The Purchaser shall notify the Sellers' Agent in writing of any alleged breach of any of the   Sellers' Warranties ("Breach Notification"). The Breach Notification shall be made no later   than 30 Business Days after the Purchaser gained actual knowledge of all relevant facts and   circumstances of the alleged breach of a Sellers' Warranty, which shall be described in reason-   able detail in the Breach Notification. The failure of the Purchaser to comply with sentences 1   and 2 of this Section 8.1 shall not exclude or limit the claims of the Purchaser under this   Agreement as far as the failure of such non-compliance has not materially prejudiced the   Sellers.   8.2 Subject to Section 9, in the event a breach of any of the Sellers' Warranties ("Breach"), the   Sellers shall put the Purchaser or the Company (collectively, "Beneficiaries") into the same po-    





 







- 23 -      sition they would have been in if the Breach had not occurred. Subject to the following sentenc-   es Sellers are permitted to procure that this position is provided by restitution in kind and the   Beneficiaries are entitled to demand such restitution in kind. If and to the extent that (a) restitu-   tion in kind is not permitted by the nature of the Breach; (b) restitution in kind has not been ef-   fected by the Sellers within a period of six weeks after receipt of the Breach Notification by the   Sellers; or (c) the Sellers finally refuse (verweigern ernsthaft und endgültig) to make restitution   in kind, Purchaser shall be entitled to request from the Sellers compensation in cash by pay-   ment in cash of the amount of all damage, direct losses, reasonably foreseeable indirect dam-   ages (including loss of profit), expenses, or liabilities (including attorneys' fees) (collectively, the   "Losses") which would not exist if such Sellers' Warranty were true, complete or complied with.   This obligation of the Sellers exists regardless of whether or not the Breach is attributable to   negligence (Verschulden) of any of the Sellers. The term Losses shall not include Purchaser’s,   Guarantor’s or Company’s internal administrative costs, indirect damage (including loss of prof-   its) (to the extent not included in the definition of Losses) and Losses based on a recalculation   (Neuberechnung) of the Share Purchase Price based on revenue or profit multiples.   8.3 The Purchaser shall be entitled to exercise its rights due to a Breach regardless of whether or   not any of the Purchaser, its Affiliates, its accountants, advisors or any of the Purchaser's or any   of its Affiliates' directors or employees was aware or could have been aware of the fact that a   Sellers' Warranty is untrue, incomplete or not complied with, provided, however, any facts, acts,   transactions or omissions fairly disclosed in the Exhibits and Annexes shall be deemed dis-   closed for the purposes of all Sellers’ Warranties and, to the extent any matter so disclosed   conflicts with any such Sellers’ Warranty, the Sellers shall have no liability with respect to such   matter unless expressly stated otherwise on such Exhibit or Annex. A matter shall be deemed   as "fairly disclosed" if and to the extent it is disclosed to the Purchaser in such a manner and in   such detail in such Exhibits and Annexes as to enable the Purchaser to make an informed and   accurate assessment of the matter concerned with no further investigation. The provisions of   Section 442 BGB and Section 377 HGB shall not apply.    8.4 In case of any claim, suit, action or proceeding (including, for the avoidance of doubt, any audits   or examinations by governmental authorities but excluding any audits or examinations by Tax   Authorities) brought by a third party in respect of which the Purchaser may seek indemnity or   claim damages hereunder ("Third Party Claim") the following rules shall apply.   (a) The Purchaser shall give notice to the Sellers' Agent of any Third Party Claim. At the   reasonable request of the Sellers, the Purchaser shall make available to the Sellers'   Agent a copy of the documents substantiating the Third Party Claim and of all docu-   ments relating to the Third Party Claim.    (b) The Purchaser shall ensure that the Company defends under control of the Purchaser   the Third Party Claim by all reasonably appropriate proceedings. The Purchaser shall   keep the Sellers' Agent reasonably informed about the status of the proceedings. The   Purchaser shall conduct such proceedings in good faith using reasonable endeavours to   take the interests of the Sellers into account.    (c) The Purchaser or the Company shall not be entitled to acknowledge or settle a claim or   permit any such acknowledgement or settlement in relation to a Third Party Claim with-    





 







- 24 -      out the Sellers' Agent’s prior written consent, which shall not be unreasonably withheld,   conditioned or delayed.    (d) The reasonable costs incurred by the Purchaser or the Company in defending the Third   Party Claim shall be borne by the Sellers.   (e) The failure of the Purchaser to comply with this Section 8.4 shall not exclude or limit the   claims of the Purchaser under this Agreement as far as the failure of such non-   compliance has not materially prejudiced the Sellers.    8.5 The Purchaser is entitled to set-off any claims the Purchaser may have under this Agreement   against any or all Sellers, including for Breaches of Sellers' Warranties, against payments owed   by the Purchaser to such Sellers under this Agreement on account of the Contingent Purchase   Price.    9. LIMITATIONS TO THE SELLERS' LIABILITY   9.1 Claims against the Sellers under the Sellers' Warranties can only be made if:   (a) each single claim exceeds an amount of EUR 50,000, provided that (i) this amount is   reduced to EUR 25,000 after the Purchaser has suffered six claims against the Sellers   on account of Breaches below EUR 50,000 (such amount, EUR 50,000 or after a reduc-   tion to EUR 25,000 is hereinafter referred to as the "De minimis Amount") and provid-   ed further that (ii) claims below the De-minimis Amount shall be aggregated to the ex-   tent they arise out of the same set of facts; and    (b) the aggregate amount of all such claims exceeds an amount of EUR 500,000.    If the De minimis Amount (Freigrenze) pursuant to Section 9.1(a) is exceeded, the entire   amount of such claim shall be taken into account for calculating the threshold pursuant to Sec-   tion 9.1(b). If the threshold (Freigrenze) pursuant to Section 9.1(b) is exceeded, the full amount   shall be recoverable, and not only the exceeding amount. Section 9.1 shall not apply to the Pur-   chaser's claims on account of Breaches of the Fundamental Warranties and Breaches of the   Tax Warranties.    9.2 The aggregate liability of each Seller for Breaches of Sellers' Warranties or otherwise pursuant   to this Agreement shall be limited as follows:   (a) The overall liability of each Seller under or in connection with this Agreement (other than   for breaches of the obligations under Section 18) shall not exceed an aggregate maxi-   mum amount equal to such Seller’s Individual Seller Allocation of 100% of the sum of   the Final Share Purchase Price and, to the extent paid, the Contingent Purchase Price   (such sum the "Aggregate Purchase Price").   (b) The aggregate liability of each Seller for Breaches of the IP Warranties and the Tax   Warranties (together with any other liabilities as described in Section 9.2(c)) shall be   limited to an amount equal to such Seller’s Individual Seller Allocation of 40% of the Ag-   gregate Purchase Price, whereby the Contingent Purchase Price is only considered if it   has actually become payable to the Sellers.     





 







- 25 -      (c) The aggregate liability of each Seller for Breaches of any Sellers' Warranties (other than   IP Warranties, Fundamental Warranties and Tax Warranties) shall be limited to an   amount equal to such Seller’s Individual Seller Allocation of 25% of the Aggregate Pur-   chase Price, whereby the Contingent Purchase Price is only considered if it has actually   become payable to the Sellers.   9.3 All claims of the Purchaser on account of a Breach of a Sellers' Warranty shall be time-barred   (verjähren) as follows:   (a) all Fundamental Warranties within seven (7) years after the Closing Date,    (b) all IP Warranties within three (3) years after the Closing Date,    (c) all Tax Warranties upon the expiration of a period of six (6) months after the binding as-   sessment (formell und materiell bestandskräftige Festsetzung) of the relevant Tax,    (d) all other claims within two (2) years after the Closing Date.    9.4 The Sellers shall not be liable under or in connection with this Agreement in respect of any   claim to the extent that the damage giving rise to such claim    (a) is covered by an insurance of the Company, the Purchaser or any of the Purchaser’s Af-   filiates, it being understood that any premium increases shall be compensated by the   Sellers as Losses; or    (b) is recovered from a third party; if the Purchaser or the Company has in connection with   the respective claims payment claims against third parties, Purchaser shall use reason-   able commercial efforts (which shall not include the initiation of litigation) and shall pro-   cure that the Company uses reasonable commercial efforts (which shall not include the   initiation of litigation) to collect such claims and receive payment; if and to the extent   that payment from the third parties cannot be obtained within two (2) months as from the   date of the receipt of the Breach Notification by the Sellers' Agent, Sellers shall satisfy   their obligation under this Agreement against (Zug um Zug) assignment by Purchaser or   Company, as the case may be, of the respective claims against the third parties (to the   extent such claim is legally assignable).    9.5 The Sellers shall not be liable under or in connection with this Agreement in respect of any   claim to the extent that the matter giving rise to such claim has been fully taken into account in   the Final Closing Accounts as a reduction item to the Share Purchase Price; provided, for the   avoidance of doubt, any partial treatment of any such claim in the Final Closing Accounts shall   not prejudice Purchaser’s rights to make a claim for any additional or related Losses under this   Section 9.   9.6 In respect of any claim pursuant to this Agreement, the Purchaser shall be obliged to mitigate   damages pursuant to Section 254 German Civil Code (BGB).   9.7 No later than three (3) Business Days prior to the Closing Date, the Sellers' Agent shall deliver   to the Purchaser an update to the Annexes relating to Exhibit 7.1 (Sellers' Warranties) (the     





 







- 26 -      "Updated Disclosure Schedule") or confirm in writing that there are no changes. The delivery   of such Update Disclosure Schedule shall not be deemed to cure    (a) any Breach of any Sellers' Warranty granted on the Signing Date; and   (b) any Breach of any Sellers' Warranty granted on the Closing Date, provided however,   that the Purchaser is not entitled to pursue a claim for a Breach of any Sellers' Warranty   granted on the Closing Date for Losses based on the information included in the Updat-   ed Disclosure Schedule up to an aggregate amount of EUR 200,000 (Freibetrag) ("Spe-   cial Deductible"). For the claims of the Purchaser which exceed the Special Deductible,   Purchaser's rights on account of the Breach of the respective Sellers' Warranty shall   remain unaffected and Section 8 and Section 9 shall apply to such claims. The Special   Deductible shall not apply to any breach by the Sellers of their covenants in Section 13.   Section 13.7 shall remain unaffected.    9.8 Any payments by the Sellers on account of Breaches or otherwise pursuant to this Agreement   shall be treated as corresponding reductions of the Final Share Purchase Price.   9.9 Subject to mandatory law, in particular sec. 123 or sec. 276 para. 3 of the German Civil Code   (BGB), and except as otherwise expressly provided in this Agreement, the Sellers and the Pur-   chaser hereby agree that (i) the remedies which the Purchaser may have against the Sellers for   any breach of the Sellers' Warranties are solely governed by this Agreement, and the remedies   provided for by this Agreement shall be the exclusive remedies available to the Purchaser for   any breach of the Sellers' Warranties; (ii) the Sellers’ Warranties are exhaustive and no further   warranties shall be deemed to be given by the Sellers, (iii) any further rights of the Purchaser   relating to defects in quality or title of, or any information provided in respect of, any Sellers,   Shares, the Company and/or its business and assets, irrespective of their nature or legal basis,   is hereby excluded, including any rights set forth in sec. 437 BGB, any right to challenge   (anfechten) this Agreement, any breach of pre-contractual obligations and/or frustration of con-   tract basis (Wegfall der Geschäftsgrundlage).    9.10 None of the limitations to the Sellers' liability under this Agreement (including without limitation   in Sections 9.1 through 9.2(a)) shall apply to the non-compliance with the provisions of Sec-   tion 18 as well as in the event of fraud or willful misconduct (Arglist oder Vorsatz) of any of the   Sellers or the Company.   10. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE GUARANTOR   10.1 The Purchaser represents and warrants to the Sellers that the statements set forth hereafter are   true, correct, complete and complied with as of the Signing Date and as of the Closing Date:   (a) This Agreement constitutes a legally binding obligation of the Purchaser and the Guar-   antor enforceable against the Purchaser and/or the Guarantor in accordance with its   terms. The execution and consummation of this Agreement by the Purchaser and the   performance of the transaction contemplated hereunder by the Purchaser and/or the   Guarantor does not violate any judicial or governmental order (gerichtliche oder behörd-   liche Verfügung) or public law restrictions which are applicable to the Purchaser.     





 







- 27 -      (b) The Purchaser, Guarantor and their representatives have the right, power and authority   to execute this Agreement.   (c) There is no action, suit, investigation or other proceeding pending against, or to the Pur-   chaser's best knowledge, threatened against or affecting the Purchaser which in any   manner challenges or seeks to prevent, enjoin, alter or materially delay the execution or   consummation of this Agreement or the performance of the transactions contemplated   hereunder.   (d) No insolvency proceedings have been, or have been threatened to be, applied for re-   garding the assets of the Purchaser or the Guarantor and there are no circumstances   which would require or justify the opening of or application for such proceedings.   (e) Neither (i) the execution, delivery or performance of this Agreement or any of the other   agreements, documents or instruments referred to in this Agreement, nor (ii) the con-   summation of the transactions contemplated by this Agreement or any such other   agreement, document or instrument, will (with or without notice or lapse of time) result in   a violation of any of the provisions of the articles of association or by-laws or applicable   legal provisions, judgments, injunctions or other provisions binding on the Purchaser or   the Guarantor.   (f) When allotted and issued in accordance with the terms of this Agreement, the Consid-   eration Shares and shares of Cimpress Stock to be paid as part of Contingent Purchase   Price, if any, shall be duly authorized, validly issued, credited as fully paid and rank pari   passu in all respects to the ordinary shares in the Guarantor in issue at such time ex-   cept as otherwise provided in this Agreement, free and clear of any and all third party   rights and claims and are listed on the Nasdaq Global Select Market, and if required by   applicable law or the rules of the Exchange, the Guarantor shall submit a Listing of Ad-   ditional Shares Notification to the Exchange.    (g) The Guarantor has timely filed with or furnished to, as applicable, the Securities and Ex-   change Commission ("SEC") all registration statements, prospectuses, reports, sched-   ules, forms, statements and other documents (including exhibits and all other infor-   mation incorporated by reference) required to be filed or furnished by it with the SEC   since January 1, 2013 through the date hereof (the "Guarantor SEC Documents"). All   such Guarantor SEC Documents that it has so filed or furnished prior to the date hereof   are publicly available on the Guarantor’s web site. As of their respective filing dates (or,   if amended or superseded by a subsequent filing, as of the date of the last such   amendment or superseding filing prior to the date hereof), each of the Guarantor SEC   Documents complied as to form in all material respects with the applicable requirements   of the U.S. Securities Act of 1933, as amended and the U.S. Securities Exchange Act of   1934, as amended, and the rules and regulations of the SEC thereunder applicable to   such Guarantor SEC Documents. None of the Guarantor SEC Documents, including   any financial statements, schedules or exhibits included or incorporated by reference   therein at the time they were filed (or, if amended or superseded by a subsequent filing,   as of the date of the last such amendment or superseding filing prior to the date hereof),   contained any untrue statement of a material fact or omitted to state a material fact re-    





 







- 28 -      quired to be stated therein or necessary in order to make the statements therein, in light   of the circumstances under which they were made, not misleading. None of the Guaran-   tor SEC Documents are the subject of any unresolved, pending comment letters or pro-   ceeding of the SEC.   (h) The Purchaser has sufficient immediately available funds or binding financing commit-   ments to pay the Final Share Purchase Price.    10.2 In the event that the Purchaser or Guarantor is in breach of any representation and warranty   under Section 10.1, the Purchaser shall indemnify and hold harmless the Sellers from any   damages incurred by the Sellers. Section 9 shall apply mutatis mutandis.   11. SPECIAL INDEMNITIES   11.1 Subject to the occurrence of Closing, the Sellers shall indemnify the Beneficiaries upon demand   from any Losses arising out of the following matters (the "Specific Matters") without application   of any of the limitations set forth in Section 9.1 and without regard to any disclosures with re-   spect to Specific Matters on the Annexes to Exhibit 7.1 hereto:   (a) Losses incurred by the Company in connection with the guarantees assumed by the   Company (existing as of the Closing Date) to secure bank loans granted to the Joint   Venture and other security provided for obligations of the Joint Venture. The indemnity   obligations of the Sellers pursuant to this provision shall expire upon acquisition of any   interest in the Joint Venture by the Option Holder, unless otherwise agreed in connec-   tion with such acquisition.   (b) Losses resulting from any obligations of the Company existing as of the Closing Date in   relation to the repayment of overcharged customers.   (c) Any Losses resulting from correcting the accounting entry, in an amount of approximate-   ly EUR 2,100,000 for the error in the opening accounts for the Company’s 2015 fiscal   year that purportedly relates to the Company’s liability for VAT; provided, the Sellers   shall be liable for any Losses (whether or not relating to VAT or other Taxes) that results   from correcting such accounting entry.   (d) Losses incurred by the Company that result from the breach by the Source Code Pro-   vider (as defined in Annex 11.2(1)) of its obligations pursuant to the Source Code Con-   tract to deliver the source code to the Company, unless the Company has otherwise re-   ceived such source code from the Source Code Provider.   11.2 All claims of the Purchaser pursuant to Section 11.1(a) shall be time-barred (verjähren) within   3 years from the Closing Date. All claims of the Purchaser pursuant to Section 11.1(b)   through (d) shall be time-barred (verjähren) 2 years from the Closing Date.   12. TAX INDEMNITY   12.1 Definitions valid for the entire Agreement   "Tax/Taxes" shall mean any and all taxes within the meaning of Section 3 German General   Fiscal Code (Abgabenordnung – "AO"), or corresponding foreign law provisions (including taxes     





 







- 29 -      to be withheld (e.g. withholding taxes, wage taxes, etc.), contributions (Beiträge oder Gebühren)   to social security systems and other public law levies/dues (öffentlich-rechtliche Abgaben)   which are imposed by any federal, state or local tax authority with jurisdiction to levy such tax   ("Tax Authority"), together with any incidental tax charges (steuerliche Nebenleistungen) ( e. g.   interest, costs, tax surcharges (Steuerzuschläge)), or corresponding foreign law provisions and   any taxes owed as a statutory secondary liability (Haftungsschuld) or joint liability under statuto-   ry law (e.g., taxes or amounts owed as legal successor, unless explicitly agreed differently un-   der this Agreement), but excluding, for the avoidance of doubt, notional or deferred Taxes.   "Tax Returns" shall mean any return, declaration or similar document relating to any Tax and to   be submitted to any Tax Authority, including any schedule or attachment thereto.   "VAT" shall mean value added tax within the meaning of the Council of the European Union Di-   rective 2006/112/EC of November 28, 2006 on the common system of value added tax (as   amended from time to time, “VAT Directive”) and the local value added tax laws of the Europe-   an member states implementing the VAT Directive.   12.2 The Sellers shall pay to the Purchaser or, at the Purchaser's discretion, the Company an   amount equal to any liability for all Taxes which have been or will be assessed against the   Company and relate to any period up to and including the Closing Date.   12.3 A Tax indemnification claim of the Purchaser pursuant to Section 12.2 shall be excluded if and   to the extent that the relevant Taxes   (a) have already been paid until Closing Date;    (b) are shown or provided for in the Final Closing Accounts    (i) as Tax liabilities (Steuerverbindlichkeiten);   (ii) as Tax accruals (Steuerrückstellungen); or    (iii) as part of other accruals (sonstige Rückstellungen) for potential Tax liabilities, if   any,   and have reduced the Final Share Purchase Price;    (c) relate to income that can be offset against Tax loss carry-backs or Tax loss carry-   forwards that are or were available until the Closing Date (including as a result of sub-   sequent Tax audits);    (d) are the result of a reorganisation or of other measures taking place or being performed   after the Closing Date and (i) having a retroactive effect on Taxes for Tax periods end-   ing on or before the Closing Date or on Taxes for the Straddle Period and (ii) being initi-   ated by the Purchaser or any of its Affiliates including, after the Closing, the Company,   or by their respective directors, officers, employees, agents or other representatives, in-   cluding but not limited to a change of methods of Tax accounting or an amendment of   any Tax Returns of the Company;     





 







- 30 -      (e) can be offset against future Tax reductions (Steuerminderungen) or Tax advantages,   that the Company, the Purchaser or Affiliates of the Purchaser are entitled to benefit   from within five years after the Closing Date and that arise after the Closing Date out of   circumstances taking place before or on the Closing Date, e.g. from the lengthening of   depreciation periods or higher depreciation allowances (Phasenverschiebung). Future   Tax reductions or Tax advantages are valued at their net present value discounted at a   rate of 4% p.a., calculated on a stand-alone basis and applying a notional tax rate of   28.5% without taking into account the actual tax situation of the Company or any of the   Purchaser’s Affiliates; or    (f) have been received as a net amount, after Taxes and expenses, by the Company from   a third party due to a damage claim. As regards such claims the Purchaser shall use   reasonable commercial efforts (which shall not include the initiation of litigation and   measures for VAT or payroll Tax purposes against clients or employees of the Compa-   ny) and shall procure that the Company uses reasonable commercial efforts (which   shall not include the initiation of litigation) to collect such claims and receive payment; if   and to the extent that payment from the third parties cannot be obtained within two (2)   months as from the date of notification of the Sellers of such claim by the Purchaser, the   Tax indemnification claim of the Purchaser shall not be excluded by such claim if and to   the extent that the Purchaser or the Company, respectively have assigned the respec-   tive claim, including claims against clients and employees of the Company, against a   third party to the Sellers.   12.4 Tax assessment periods beginning prior to the Closing Date and ending after the Closing Date   ("Straddle Period") shall be deemed divided by the Parties into two Tax assessment periods   for the purposes of the indemnification under Section 12.2. The first Tax assessment period   shall begin on the first day of the relevant Straddle Period and end on the Closing Date; the   second Tax assessment period shall begin with the day after the Closing Date and end on the   last day of the relevant Straddle Period. If and to the extent any relevant amount of Taxes can-   not be allocated to one of these two separate Tax periods, it shall be allocated on a pro-rata   temporis basis.   12.5 Any indemnification payment to be paid by the Sellers pursuant to Section 12.2 shall be due   and payable to the Purchaser or to the Company fifteen (15) Business Days before the relevant   Tax is due for payment, however, in no event earlier than fifteen (15) Business Days after the   Purchaser has requested such payment from the Sellers and submitted to the Sellers' Agent a   copy of the assessment notice in respect of the relevant Tax. Upon request of the Sellers and at   their own cost (including for the avoidance of doubt without any double counting the reim-   bursement to the Company of levied statutory interest for payment/enforcement suspension at   the time of their accrual), the Purchaser shall procure that the Company undertakes reasonable   commercial efforts to achieve a deferred payment date, in particular but not limited to the appli-   cation for a suspension of enforcement of Tax payment obligation (Aussetzung der Vollziehung)   or equivalent application in foreign jurisdiction but shall not be obliged to provide the Tax Au-   thorities with any security (Sicherheitsleistung) in this regard. If the Tax for which an indemnifi-   cation payment pursuant to Section 12.2 has been made is subsequently reduced, the differ-   ence between the higher indemnification payment and the lower Tax amount shall be reim-    





 







- 31 -      bursed by the Purchaser to the Sellers, including all interests actually received in this regard.   Any payments pursuant to Section 12.2 shall be deemed to be a subsequent reduction of the   (Final) Share Purchase Price.    12.6 The Purchaser shall be obliged to reimburse the Sellers any Tax refunds received by the Com-   pany concerning periods up to and including the Closing Date, unless and to the extent the Tax   refunds have been offset pursuant to Section 12.3 or have been included in the Final Closing   Accounts and have increased the Final Share Purchase Price. A Tax refund shall also be   deemed to have occurred, if and to the extent that the amount of any Tax liability (Steuerverb-   indlichkeit), Tax accrual (Steuerrückstellung) or other accrual (sonstige Rückstellung) for poten-   tial Tax liabilities shown in the Final Closing Accounts and having reduced the Final Share Pur-   chase Price and which has not been or is not used by the Sellers as a set-off position pursuant   to Section 12.3(b) (no double counting) is in view of the managing directors of the Company   overstated, i.e. found to be in excess of, or unnecessary in respect of, the matter for which such   liability or accrual has been recorded. Tax refunds shall be deemed received by the Company   upon, as applicable,    (a) the receipt of actual payment from a Tax Authority,   (b) the declaration of set-off with Tax liabilities owed to a Tax Authority, or    (c) the release of such amount of the respective Tax liability, Tax accrual or other accrual   by which such liability or accrual has been overstated (as set out in the second sen-   tence of Section 12.6).   Payments by the Purchaser to the Sellers pursuant to this Section 12.6 shall be due fifteen (15)   Business Days after receipt of the relevant Tax refund by the Company or in case of overstated   Tax liabilities/accruals within twenty (20) Business Days after the release of the overstated Tax   liabilities/accruals has been booked within the preparation of the annual financial statements. If   the Tax refund for which a payment pursuant to this Section 12.6 has been made by the Pur-   chaser to the Sellers, is subsequently reduced, the difference between the higher Tax refund   payment and the lower Tax refund amount shall be reimbursed by the Sellers to the Purchas-   ers.   Any claim for reimbursement of Tax refunds arising from this Section 12.6 shall be time-barred   upon expiration of six (6) months after the Sellers have been notified in writing by the Purchaser   of the relevant Tax refund.    12.7 The Sellers shall, prepare and file or cause to be prepared and filed when due, taking into ac-   count all extensions properly obtained, all Tax Returns that are required to be filed on or before   the Closing Date by or with respect to the Company, and the Sellers shall timely remit or cause   to be timely remitted Taxes that are shown due and payable on any Tax assessment received   prior to the Closing Date based on such Tax Returns. Any third party fees incurred by the Com-   pany in the preparation and filing of the aforementioned Tax Returns which do not comply with   past practice and are un-reasonable shall be reimbursed by the Sellers to the Company. The   Purchaser shall file or cause to be filed when due, taking into account all extensions properly   obtained, all Tax Returns that are required to be filed after the Closing Date by or with respect     





 







- 32 -      to Company, and the Purchaser shall cause to be timely remitted Taxes that are shown due and   payable on any Tax assessment received after the Closing Date based on such Tax Returns.   12.8 The Parties agree that in order to treat the payment of the Contingent Purchase Price correctly   from a German tax perspective, the Company shall within ten (10) Business Days after the   Closing Date, file an application for a binding payroll tax ruling (Anrufungsauskunft) pursuant to   Section 42e German Income Tax Act with its competent Tax Authority in which the Company   applies for confirmation that the Contingent Purchase Price to be paid to Seller 1, Seller 2 and   Seller 4 does not qualify as employment income of the Sellers 1 and 2 and is therefore not sub-   ject to German payroll tax at the level of the Company (such confirmation the "Payroll Tax Rul-   ing"). The application for the Payroll Tax Ruling shall be drafted by the Purchaser's tax counsel   (PricewaterhouseCoopers AG) after the Signing Date and the draft application shall be sent to   the tax counsel of Sellers 1 and 2, Linklaters LLP, for review and comments. In the finalization   of the application, the aforementioned tax counsels of both sides shall reasonably cooperate   with each other with an aim to finalize the application for filing by the Company by the Closing   Date. In case of drafting issues that remain unresolved between the tax counsels, Purchaser's   tax counsel (PricewaterhouseCoopers AG) shall have the final decision right. The Purchaser on   the one side and the Sellers 1 and 2 on the other side will each bear the cost of their own tax   counsel arising with respect to the drafting of the application for the Payroll Tax Ruling. A Pay-   roll Tax Ruling issued by the competent Tax Authority to the Company which confirms that the   Contingent Purchase Price to be paid to Seller 1, Seller 2 and Seller 4 does not qualify as em-   ployment income of the Sellers 1 and 2 and is therefore not subject to German payroll tax at the   level of the Company is defined as a "Confirmatory Payroll Tax Ruling".   12.9 The Purchaser shall procure that the Sellers will be informed in writing by the Company of any   notices in respect of a Tax audit and similar audits of Tax Authorities as well as on the issue of   a Tax assessment or a similar measure of Tax Authorities for periods up to and including the   Closing Date. Such Tax audits and similar audits of Tax Authorities are hereinafter referred to   as “Tax Audits”; such tax assessments and such measures of Tax Authorities are hereinafter   referred to as “Tax Measures”. The Sellers and/or one or several representatives of the Sellers   bound to secrecy by professional code shall, to the extent legally permissible, be entitled to par-   ticipate (at the Sellers' cost) in Tax Audits including final meetings and/or proceedings in respect   of Tax Measures. The Purchaser shall procure that the Sellers will be informed of the ongoing   process of the Tax Audits and/or Tax Measures and that the Sellers and/or one or several rep-   resentatives of the Sellers bound to secrecy by professional code shall be given the opportunity   to discuss all material measures of the Company in connection with the Tax Audits and/or Tax   Measures with the Company. Any acknowledgement or settlement during or at the end of a Tax   Audit or Tax Measure shall require the prior written consent of the Sellers. Upon the Sellers’ re-   quest the Purchaser shall procure that the Company will, in accordance with the Sellers’ instruc-   tions (to the extent they are not contrary to mandatory law), file, withdraw or amend legal reme-   dies in respect of Tax assessments which have been amended due to Tax Audits or in respect   of Tax Measures. The Sellers, when exercising their rights under this Section 12.9 shall act in   good faith and take into account the Purchaser’s reasonable interests. The Sellers shall bear all   costs reasonably incurred thereby. The Sellers shall not be liable under or in connection with   the Tax indemnity pursuant to Section 12.2 if and to the extent the Purchaser, for which the   Sellers shall bear the burden of proof (Beweislast), has not complied with its obligations under     





 







- 33 -      this Section 12.9 or with its statutory obligations to mitigate damages under Section 254 Ger-   man Civil Code and such non-compliance by the Purchaser has become causal for or increased   the Purchaser's claim under the Tax indemnity pursuant to Section 12.2.   12.10 Any claims of Purchaser pursuant to Section 12 shall be time-barred upon the expiration of a   period of six (6) months after the binding assessment (formell und materiell bestandskräftige   Festsetzung) of the relevant Tax and are, for the avoidance of doubt, not subject to the limita-   tions stipulated in Section 9, except for the limitation set out in Section 9.2(a).   13. COVENANTS OF THE SELLERS   13.1 Between the Signing Date and the Closing Date, the Sellers shall not, without the prior written   consent of the Purchaser:   (a) Adopt or permit the adoption of any shareholders resolution of the Company regarding:   (i) the liquidation of the Company or the formation of any new entity as subsidiary   or participation of the Company;   (ii) any change of the articles of association of the Company, including, but not lim-   ited to, any resolution relating to the increase or decrease of the share capital or   the issuance or authorization to issue new shares or other securities;   (iii) the redemption of any of the Shares or other shares in the Company;   (iv) the waiver of any claims of the Company against any current or former manag-   ing directors or any of the Sellers' or Sellers' Related Parties;   (v) the election of new auditors, other than the appointment of the auditors that have   audited the financial statements for the fiscal year 2014 also for the audit of the   financial statements for the fiscal year 2015;   (vi) the declaration and/or payment of dividends or other distributions; and   (b) sell, transfer, create any Lien of or otherwise dispose of any Shares, or grant any op-   tions, virtual option rights, warrants, pre-emptive rights, rights of first refusal or other   rights to purchase or obtain any of the Shares.   13.2 Notwithstanding the foregoing Section 13.1, the Sellers are entitled to adopt a shareholders’   resolution of the Company granting the managing directors of the Company the full discharge   (Entlastung) for the performance of their duties as managing directors during their term of office   until Closing, it being understood that the claims of the Purchaser under this Agreement remain   unaffected by such discharge.   13.3 The Sellers covenant and agree that, from and after the Signing Date until the Closing Date,   unless otherwise required by mandatory law, the Sellers and the Company shall ensure that,   except as otherwise specifically consented to or approved by the Purchaser in writing:   (a) The Company shall afford to the Purchaser and its authorized representatives access   during normal business hours, upon reasonable prior notice, to all directors, officers, key     





 







- 34 -      management and other representatives, properties, books, records, contracts and doc-   uments of the Company and an opportunity to make such investigations as they shall   reasonably desire to make (i) for purposes of preparing the Closing or (ii), with the con-   sent of Sellers' Agent for purposes of planning post-merger integration activities (provid-   ed that such investigations shall be conducted so as to minimize any disruption of the   operations of the Company), and the Company shall furnish or cause to be furnished to   the Purchaser and its authorized representatives all such information with respect to the   affairs and business of the Company as the Purchaser may reasonably request (i) for   purposes of preparing the Closing or (ii) with the consent of Sellers' Agent for purposes   of planning post-merger integration activities. For the avoidance of doubt, neither the   Purchaser nor any Cimpress Affiliate shall approach prior to the Closing Date any busi-   ness contacts of the Company (including in particular any Printing Partner) without the   consent of the Sellers' Agent.   (b) The Company shall operate in the Ordinary Course of Business and in a reasonable   and prudent manner, including with respect to hiring and terminating personnel. "Ordi-   nary Course of Business" shall mean any action or inactions of the Company if such   action or inaction is consistent with past practices (including with respect to quantity and   frequency) and is taken in the ordinary course of operations of the Company.   (c) The Company shall not implement or announce any group terminations of employees of   the Company.   (d) The Company shall seek to preserve intact its existing business organizations and rela-   tions with its employees, customers, suppliers and others with whom they have a busi-   ness relationship in the Ordinary Course of Business and to preserve intact and protect   their programs and properties and conduct their business in material compliance with   applicable law.    (e) The Company shall not    (i) grant to any current or former managing director or employee of the Company   any loan or increase in wages or bonus, severance, profit sharing, retirement,   deferred compensation, insurance or other compensation or benefits, other than   in the Ordinary Course of Business;   (ii) terminate the employment, change the title, office or position, or materially re-   duce the responsibilities of any managing director, senior manager or key em-   ployee of the Company;    (iii) sell, transfer, license or otherwise dispose of, or agree to sell, transfer, license or   otherwise dispose of, any assets of the Company used in the conduct of the   business of the Company involving the payment or receipt of more than   EUR 50,000 in the aggregate;   (iv) enter into, modify, amend or terminate any Material Agreement (as defined in   Exhibit 7.1);      





 







- 35 -      (v) enter into, modify or amend any agreement or make any other transaction with   any of the Sellers, any of Sellers' Affiliates or any of Sellers' Related Parties.   "Sellers' Related Party" shall mean any Affiliate of a Seller, affiliates of the   Sellers in the meaning of Section 1 para. 2 German Foreign Tax Act (Außen-   steuergesetz), or any of a Seller's relatives in the meaning of Section 15 Ger-   man Tax Code (Abgabenordnung) or any Affiliates of such relatives;   (vi) encumber or grant or create or discharge a Lien on any of the assets used by   the Company;   (vii) permit the loss, lapse or abandonment of any Company Intellectual Property (as   defined in Exhibit 7.1) or material Developed Software;   (viii) transfer or grant any license or sublicense of any right under or with respect to   any Company Intellectual Property or software;    (ix) directly or indirectly acquire, make any investment in, or make any capital contri-   butions to, any Person;   (x) change any of the accounting methods, practices or principles used by the   Company, or write up, write down or write off the book value of any of the Com-   pany assets, except write-offs of individual accounts receivable of the Company   in the Ordinary Course of Business in an amount not to exceed the reserve   therefor;   (xi) borrow any amount or incur any financial indebtedness (including any which   would qualify as Debt), or incur any contingent liability as guarantor or otherwise   with respect to the obligations of others or cancel any debt or claim owing to, or   waive any material right of, Company;    (xii) acquire any other business or Person (or any significant portion or division   thereof), whether by merger, consolidation or reorganization or by purchase of   its assets or equity interests or acquire any other material assets;   (xiii) waive, release or assign any claims or rights of the Company the value of which   is in excess of EUR 50,000 in the aggregate;    (xiv) make any capital expenditure or incur any capital commitment or dispose of or   realize any capital asset or interest therein other than in the Ordinary Course of   Business;    (xv) consummate any other transaction other than transactions in the Ordinary   Course of Business;   (xvi) enter into any new lines of business; or   (xvii) agree or commit (orally or in writing) to do any of the foregoing.    13.4 In case the Sellers or the Company intend to implement any measure which is not permitted to   be taken pursuant to Section 13.3, the Sellers’ Agent shall notify the Purchaser in writing with     





 







- 36 -      the specific measure proposed. The Purchaser shall inform the Sellers’ Agent and the Company   whether the Purchaser consents to such measure without undue delay but in all cases within   five (5) Business Days after receipt of the notification from the Sellers or the Company, as the   case may be, otherwise the measure is deemed to be approved by the Purchaser.   13.5 The Company shall notify the Purchaser of all resignations of employees occurring prior to the   Closing Date without undue delay.    13.6 The Purchaser shall procure that after the Closing Date upon prior written request of the Sellers   the Company provides reasonable information and documentation to the Sellers that the Sellers   reasonably require for the preparation of tax filings relating to periods before the Closing Date.   13.7 Between the Signing Date and the Closing Date the Sellers and the Company undertake to   disclose to the Purchaser in writing without undue delay upon becoming aware of any events   which are or may reasonably be expected to constitute a Breach by the Sellers or the Compa-   ny, any breaches of covenants and any events which materially adversely affect or are reason-   ably likely to materially adversely affect the Company's assets, financial condition, results of op-   erations or prospects. The Purchaser's rights under the Agreement shall remain unaffected by   such disclosure.   13.8 From the Closing Date through December 31, 2017, the Seller 1 and the Seller 2 shall use rea-   sonable efforts to cause the Company to operate in accordance with the Two-Year Operating   Plan and shall promptly inform the Purchaser of any events, circumstances, or proposed ac-   tions of Company management that they believe is reasonably likely to adversely affect the   Company's ability to perform in accordance with the Two-Year Operating Plan.   13.9 From the Signing Date through the Closing Date the Sellers shall ensure that the Company   maintains its owned and leased properties and assets in accordance with its historical mainte-   nance practices and carry on its business substantially in the same manner as heretofore, in-   cluding without limitation maintaining price levels, inventory levels, mix of inventory, accounts   payable levels and payment schedules, and receivables aging materially consistent with the   past practices of their respective businesses.   13.10 The Sellers undertake to procure that prior to Closing, the Company will settle all consideration   payment obligations under the contract (Vertrag über Nutzungsrechteeinräumung) entered into   between the Company and the Source Code Provider on or about the date of this Agreement   ("Source Code Contract").   13.11 All claims of the Purchaser pursuant to Section 13 (except for Section 13.8) shall be time-   barred (verjähren) 2 years from the Closing Date. All claims of the Purchaser pursuant to Sec-   tion 13.8 shall be time-barred (verjähren) 3 years from the Closing Date.   14. JOINT VENTURE   14.1 Following the Closing Date, the Sellers 1, 2 and 4 shall use their reasonable best efforts to pro-   cure that the Purchaser upon Purchaser's written request is enabled to conduct a full due dili-   gence on the financial, legal, regulatory, tax and environmental aspects of WmD Druckfabrik   Berlin GmbH (the "Joint Venture"). Seller 1, Seller 2, Seller 4, Sellers' Related Parties and/or     





 







- 37 -      Sellers' Affiliates shall not invest any further amounts into the Joint Venture after the Signing   Date. In addition, for so long as Seller 4 owns any interest in the Joint Venture, Sellers 1, 2 and   4 shall (i) not participate in management of the Joint Venture, (ii) inform and consult with the   Purchaser in due time prior to the exercise of any voting rights at a shareholder meeting of the   Joint Venture, (iii) exercise any voting rights at any shareholders meetings of the Joint Venture   according to the explicit written instruction of the Purchaser, if any, and if no such instruction is   provided by the Purchaser Seller 4 is free to vote in its discretion, and (iv) recuse themselves   from all commercial dealings with the Joint Venture and promptly inform the Purchaser of any   matters requiring action on the part of Seller 4 or the Company, other than in connection with   routine handling of ongoing customer orders. The Purchaser undertakes to indemnify the Seller   4 for any damages and expenses arising as a result of the Seller 4 exercising its voting rights in   shareholder meetings of the Joint Venture according to the Purchaser's explicit written instruc-   tions.   14.2 Subject to Closing, the Seller 4 and the Company hereby agree to enter into a call option   agreement regarding the sale and transfer of Seller 4's 25,000 shares with a nominal amount of   EUR 1.00 each in the Joint Venture (serial nos. 25,001 to 50,000 of the shareholders list of the   Joint Venture dated 6 May 2013), including any other shares acquired by the Seller 4 in the   Joint Venture after the Signing Date ("JV Shares") at a fixed purchase price of EUR 25,000 ap-   plying the following procedure:    (a) Seller 4 hereby irrevocably offers to sell and transfer the JV Shares to the Company   ("Call Option"). The Company is entitled to assign the Call Option on the JV Shares to   any Affiliate of the Guarantor; the Company or such assignee is hereinafter referred to   as "Option Holder".   (b) The Option Holder is entitled to accept the Call Option by written notice to the Seller 4   ("Acceptance Notice"). The Acceptance Notice can only be exercised within two years   following the Closing Date ("Option Period").    (c) Upon receipt of the Acceptance Notice by the Seller 4, the Seller 4 and the Option   Holder shall enter within a period of 10 Business Days following the receipt of the Ac-   ceptance Notice into the sale and purchase agreement attached hereto as Exhibit 14.2   ("Option Deed"). The execution of the Option Deed requires notarization, the costs of   which will be borne by the Option Holder.    (d) Seller 4 hereby undertakes to give any and all declarations (i) to validly execute the Op-   tion Deed and (ii) to effect the transfer of the JV Shares upon the issuance of an Ac-   ceptance Notice.   14.3 The Parties are aware that the sale and transfer of the JV Shares by the Seller 4 to the Option   Holder is subject to a pre-emption right of the other shareholders in the Joint Venture under the   articles of association of the Joint Venture. Therefore, the sale and transfer of the JV Shares to   the Option Holder require that the other shareholders do not exercise their pre-emption right. In   case the other shareholders have exercised their pre-emption rights in respect to the JV   Shares, the JV Shares shall be sold and transferred to the other shareholders of the Joint Ven-   ture.     





 







- 38 -      14.4 In case (i) the Option Holder informs Seller 4 in writing that it will not exercise the Call Option on   the JV Shares or (ii) in case the Option Period has expired without an exercise of the Call Op-   tion, Seller 4 will dispose of the JV Shares within 12 months after, in case (i) the receipt of the   written notice by Seller 4 and, in case (ii) the expiration of the Option Period.    15. TRANSITION OF BUSINESS   15.1 The Sellers and the Purchaser shall cooperate and use best efforts to provide for a smooth   transition of the Company to the Purchaser. The Sellers shall execute and deliver all docu-   ments, make all other statements and do all other acts reasonably necessary or expedient for   this purpose. The Parties will take all actions necessary to ensure the implementation of the   transactions contemplated by this Agreement.   15.2 The Sellers shall use their reasonable best efforts to procure that the Key Employees execute   new or amend existing employment agreements with the Company in the form substantially as   attached hereto as Exhibit 15.2.   15.3 The Sellers shall procure that on or before the Closing Date, all agreements between the Com-   pany on the one side and the Sellers and Sellers' Related Parties on the other side shall be   terminated by mutual agreement with effect as of the Closing Date except for the agreements   listed in Exhibit 15.3. The termination shall be made without any costs for the Company and   with full release of the Company from any liability under the respective agreements to the   Sellers or Sellers' Related Parties. The Sellers undertake towards the Purchaser that, except as   set forth in this Agreement, as from the Closing Date neither of the Sellers nor any of Sellers'   Affiliates nor any of Sellers' Related Parties have any claim whatsoever against the Company or   any of their managing directors or employees, and the Company will not have any liability to-   wards any of the Sellers or any of Sellers' Related Parties, each except for the consideration   under the service agreement of the Seller 1 and the Seller 2. If after Closing Date any such   claim or liability arises, the Sellers shall waive on demand all rights against the Company and its   managing directors or employees in respect of such claim or liability. If after the Closing Date,   any claim whatsoever of the Company arises against any of the Sellers, Sellers' Affiliates and/or   Sellers' Related Parties, the Company shall waive all rights in respect of such claim other than   claims which are based on intent, wilful misbehaviour or gross negligence of the respective   Seller, Sellers' Affiliate or Sellers' Related Party, as the case may be. This Section 15.3 shall   not apply to (i) any claims arising out of the Agreement and (ii) any agreements to be concluded   between any of the Seller 1 and the Seller 2 on the one side and the Company on the other side   set forth in Section 6.1(a).   15.4 The Company has transferred or will transfer prior to the Closing Date certain loan agreements   with Printing Partners as listed in Exhibit 15.4 to Seller 4. Seller 1, Seller 2 and Seller 4 shall   ensure that the loans granted pursuant to such agreements as well as other loans granted by   Seller 4 to Printing Partners as also listed in Exhibit 15.4 are repaid by the Printing Partners or   otherwise settled (including by way of disposal to an unrelated third party) within one year after   the Closing Date and will not replace such loan agreements by new loan agreements or other   kind of financing and/or will not prolong such loan agreements. For the longer of (i) the period in   which any of Seller 1 and Seller 2 are managing director of the Company and the non-compete   restriction under the respective employment agreement has not expired and (ii) the period set     





 







- 39 -      forth in Section 18.1 (non-competition), Seller 1, Seller 2 and Seller 4 will not grant any new   loans or other kind of financing to any of the Printing Partners.   16. GUARANTEES AND OTHER COVENANTS OF THE GUARANTOR   16.1 The Seller 1 and the Seller 2 as joint debtors hereby unconditionally and irrevocably guarantee   by way of an independent guarantee in the meaning of Section 311 BGB the due fulfilment by   the Seller 4 of any and all of the Seller 4's obligations under this Agreement and any agreement   referred to herein.   16.2 The Guarantor hereby unconditionally and irrevocably guarantees by way of an independent   guarantee in the meaning of Section 311 BGB the due fulfilment by the Purchaser of any and all   of Purchaser's payment obligations under this Agreement and any agreement referred to here-   in.   16.3 When the Consideration Shares may be sold without restriction after the expiry of the six month   holding period applicable to the Guarantor and the Sellers pursuant to Rule 144 or Regulation S   under the U.S. Securities Act of 1933, the Guarantor will, promptly upon request by a Seller,   perform all necessary actions, including notifying the transfer agent for the Consideration   Shares, to remove the legend set out in Exhibit 2.7 from the Consideration Shares, subject to   each Seller’s reasonable assistance including but not limited to providing a standard represen-   tation letter in support of Guarantor’s legal opinion, if necessary.   16.4 The Guarantor undertakes for a period of six months from the end of the holding period appli-   cable to the Guarantor and the Sellers pursuant to Rule 144 to keep the Consideration Shares   and Shares related to the Contingent Purchase Price listed on the Exchange and timely file or   furnish to the SEC all registration statements, prospectuses, reports, schedules, forms, state-   ments and other documents (including exhibits and all other information incorporated by refer-   ence) to satisfy the reporting and filing requirements set forth in Rule 144(c) of the Securities   Act.   17. CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS   1.1 The existence and terms of this Agreement and additional items discussed between the Parties   shall be deemed Confidential Information and as such shall be deemed to be included in the   confidentiality agreement, dated as of 25 May 2015 (the "Confidentiality Agreement"), by and   between the Purchaser, the Company and certain of the Sellers as attached as Exhibit 1.1.   The other Sellers hereby accede as additional parties to the Confidentiality Agreement with the   same obligations thereunder vis-à-vis the Purchaser as the Company. The obligation to keep   confidential the Agreement or additional items discussed between the Parties shall not apply to   the extent disclosure is required in order to comply with applicable law or stock exchange regu-   lations.   1.2 If the transactions contemplated by this Agreement are consummated, (a) the Sellers agree not   to divulge or disclose or use for its or any other third party's benefit or purposes any proprietary   information with respect to the Purchaser or the Company at any time in the future, except as   permitted by this Agreement or unless it has otherwise become public without violation of this   Agreement, and (b) the Purchaser agrees not to divulge or disclose or use for its benefit or pur-    





 







- 40 -      poses at any time any proprietary information with respect to any of the Sellers without the prior   written consent of the Sellers. Each party to the Confidentiality Agreement acknowledges and   agrees that it is subject to and shall remain bound by the terms of the Confidentiality Agreement   until the transactions contemplated by this Agreement are consummated.   1.3 The Parties agree that, without the written consent of the Purchaser, neither the Company nor   any of the Sellers or any of Sellers' Affiliates or Sellers' Related Parties shall make any public   announcement regarding this Agreement, unless required by applicable law or stock exchange   regulations applicable to the respective Party or its Affiliates. Before issuing a public an-   nouncement, the Purchaser will consult in good faith with the Sellers' Agent about the content of   the public announcement.   18. NON-COMPETITION AND RELATED COVENANTS   18.1 Until the third anniversary of the Closing Date, the Sellers shall not, directly or indirectly, or on   behalf of any third party:   (a) establish a business which competes with the business as presently conducted by the   Company or with the printing activity regarding the products sold by the Company, or of-   fer or sell any services or products that are within the scope of the business as presently   conducted or outsourced by the Company or as currently proposed to be conducted, di-   rectly or indirectly, by the Company ("Competitive Activities");   (b) acquire or own in any manner any interest in any Person that is engaged in any Com-   petitive Activities except for the acquisition or ownership of shares of not more than 5%   of the overall issued share capital in companies quoted on a public stock exchange;   (c) engage, directly or through or in connection with any Person, in any Competitive Activi-   ties; or   (d) serve as a consultant or advisor to, or otherwise participate in the management or oper-   ation of, any Person which engages in any Competitive Activities.   "Person" shall mean any individual or legal entity (including companies and partnerships).    The holding of shares in the Guarantor shall not constitute a breach of the non-competition   clause in this Agreement and the respective service agreement with the Company.    18.2 For a period of three (3) years after the Closing Date, none of the Sellers shall, directly or indi-   rectly, or on behalf of any third party:   (a) solicit, entice or induce any employee, agent, officer or managing director of the Com-   pany to terminate his or her employment or other relationship with the Company; or   (b) knowingly solicit, entice or induce any vendor or solicit, entice or induce any customer or   important contractual partner of the Company to terminate or diminish its relationship   with the Company.   18.3 For a period of three (3) years after the Closing Date, none of the Parties shall, directly or indi-   rectly, make any statements in writing or otherwise that disparage the reputation or character of     





 







- 41 -      the other Parties or any of their respective present or future Affiliates or divisions or any of their   respective directors, officers, employees or stockholders at any time for any reason whatsoever,   except that nothing in this Section 18.3 shall prohibit the Parties from giving truthful testimony   on any litigation or administrative proceedings in connection with which the respective Party is   required by law to give testimony.   19. NOTICES   All notices and other communications hereunder shall be made in writing (which term shall in-   clude email) and shall be sent by telefax, mail or courier or email to the following addresses:   If to any of the Sellers or to Sellers' Agent, to:   V2 Holding GmbH   Attn.: Johannes Voetter and Samuel Voetter   Melanchthonstr. 37   70374 Stuttgart   Germany   Email: s.voetter@v2-holding.de / j.voetter@v2-holding.de   With a copy to:   Linklaters LLP   Attn. Dr. Ralph Drebes   Mainzer Landstrasse 16   60325 Frankfurt am Main   Germany   Facsimile +49 69 7100389314   Email: Ralph.Drebes@linklaters.com   If to the Purchaser, to:   Cimpress Deutschland GmbH   Attn.: Mr. Sean Quinn, Managing Director   Am Salzufer, Salzufer 6   10587 Berlin   Email: squinn@cimpress.com      With copies to:   Cimpress USA Incorporated   Attn: General Counsel   275 Wyman Street    Waltham, MA 02451, USA   Email: legal.notices@cimpress.com    and      Hogan Lovells International LLP   Attn: Dr. Volker Geyrhalter     





 







- 42 -      Karl-Scharnagl-Ring 5   D-80539 Munich   Telefax-No. +49 89 29012-222   Email: Volker.Geyrhalter@hoganlovells.com   If to the Guarantor, to:   Attn.: Sean Quinn, senior vice president and chief financial officer   Hudsonweg 8   5928LW Venlo   Netherlands      If to Company, to:   WIRmachenDRUCK GmbH   Attn.: Johannes Voetter and Samuel Voetter   Mühlbachstr. 7   71522 Backnang   Germany   Email: s.voetter@wir-machen-druck.de / j.voetter@wir-machen-druck.de   or to such other recipients or addresses which may be notified by any Party to the other Parties   in the future in writing.    20. SELLERS' AGENT   Each Seller shall grant power of attorney to Seller 4 or any other person jointly notified by all   Sellers and with the same scope of authorization as the Seller 4 in writing vis-à-vis the Pur-   chaser (the "Sellers' Agent") to represent him or her vis-à-vis the other Parties of this Agree-   ment with regard to all transactions and measures in connection with this Agreement and the   execution, completion and closing thereof. The Sellers may not revoke the Sellers' Agent's au-   thorization in accordance with this Section without notifying jointly vis-à-vis the Purchaser in   writing and authorizing a new Sellers' Agent. In no event shall there be more than one Sellers'   Agent at any time. Each Seller herewith exempts the Sellers' Agent from the restrictions of Sec-   tion 181 BGB. The Sellers' Agent is in particular authorized to agree on amendments to this   Agreement, to withdraw from this Agreement, to terminate this Agreement, to grant and receive   waivers and declarations of consent of any kind in connection with this Agreement and to take   any measures in law or in fact in connection with this Agreement, all on behalf of each Seller.   Therefore, any notices by the Purchaser to Sellers in connection with this Agreement shall be   deemed to have been received by all Sellers if they have been received by the Sellers' Agent at   the first address set forth in Section 19.   21. BANK ACCOUNTS   Payments to be made under or in connection with this Agreement shall be made by irrevocable   wire transfer in immediately available funds, free of any bank or other charges and to the ac-   counts as notified in writing to the paying Party at least five (5) Business Days prior to the due   date.     





 







- 43 -      22. COSTS   All costs, including fees, expenses and charges, in connection with the preparation, negotiation,   execution and consummation of this Agreement or the Transaction contemplated herein, includ-   ing, without limitation, the fees and expenses of professional advisors, shall be borne by the   Party commissioning such costs. Payment of any sales, stamp or transfer taxes, as well as fees   payable to merger control authorities, payable by reason of the Transaction contemplated by   this Agreement (including transfer, registration and similar costs, to the extent applicable, re-   garding the Stock Consideration and any shares of Cimpress Stock to be transferred as part of   the Contingent Purchase Price) shall be borne by the Purchaser. The costs for the notarization   of this Agreement shall be borne by the Purchaser.    23. MISCELLANEOUS   23.1 For all obligations of the Sellers set forth in the Agreement the Seller 1, the Seller 2 and the   Seller 4 shall be liable as joint and several debtors (Gesamtschuldner) while the Seller 3 and   the Seller 5 shall be liable as partial debtors (Teilschuldner) pro rata at the Individual Seller Al-   location.    23.2 All Exhibits and Annexes to this Agreement constitute a part of this Agreement.    23.3 This Agreement and the Exhibits and Annexes hereto shall comprise the entire agreement be-   tween the Parties concerning the subject matter hereof and shall supersede and replace all pri-   or oral and written declarations of intention made by the Parties in respect thereof including but   not limited to the Letter of Interest dated 19 August 2015.   23.4 Any amendments to this Agreement (including amendments to this clause) shall be valid only if   made in writing (unless another form is required by mandatory law) signed by all Parties hereto.   23.5 "Business Day" shall mean any day other than Saturdays, Sundays and public holidays in   Frankfurt, Germany.   23.6 The headings in this Agreement are inserted for convenience only and shall not affect the inter-   pretation of this Agreement. Except as set forth otherwise, all references to "Section" refer to   the corresponding Section of this Agreement. All words used in this Agreement will be con-   strued to be of such gender or number as the circumstances require. The word "including" shall   not limit the preceding words or terms.   23.7 If provisions in this Agreement include English terms after which either in the same provision or   elsewhere in this Agreement German terms have been inserted in brackets and/or italics, the   respective German terms alone and not the English terms shall be authoritative for the interpre-   tation of the respective provisions.   23.8 Without the written consent of the other Parties, no Party shall be entitled to assign this Agree-   ment or any rights or claims under this Agreement. Notwithstanding the foregoing, the Sellers   hereby agree that the Purchaser may, by notice to the Sellers prior to the Closing Date, desig-   nate an Affiliate of the Purchaser to purchase the Shares and otherwise assume the Purchas-   er's obligations under this Agreement, provided, however, that no such designation shall relieve   the Purchaser of any obligations under this Agreement should such designee not comply with     





 







- 44 -      all of such obligations. The Sellers hereby further agree that the Purchaser may assign any   rights it has under this Agreement to any financial institution financing the Share Purchase Price   of the Purchaser for collateral purposes.   23.9 This Agreement shall be governed by, and be construed in accordance with, the laws of the   Federal Republic of Germany, without having regard to a possible reference to the laws of an-   other jurisdiction (Weiterverweisung) provided for in the conflicts of laws rules of such German   law.   23.10 Except for the disputes to be resolved between the Parties pursuant to Section 3.3, Section 4   and Section 5.4 which take priority over the procedure set forth in this Section 23.10, all dis-   putes arising under or in connection with this Agreement or its validity shall be finally settled in   accordance with the Arbitration Rules (DIS-SchO) of the German Institution of Arbitration (DIS)   without recourse to the ordinary courts of law. The place of arbitration is Frankfurt am Main. The   number of arbitrators is three. The language of the arbitral proceedings is English. The Parties   agree that the provisions of Sections 66 et seq. German Code of Civil Procedure (ZPO)   (Streitverkündung) apply accordingly.     23.11 In the case that one or more provisions of this Agreement shall be invalid or unenforceable, this   shall not affect the validity and enforceability of the other provisions of this Agreement. In such   case the Parties agree to recognize and give effect to such valid and enforceable provision or   provisions which reflect as closely as possible the commercial intention of the Parties associat-   ed with the invalid or unenforceable provision. The same shall apply in order to fill a gap in the   stipulations of this Agreement which the Parties would have regulated if they had thought of the   respective legal aspects.     





 







         Exhibit 2.2: Definitions of Cash, Debt and Working Capital         "Cash":     (a) all cash and cash equivalents cred-   ited to a bank account and readiliy   available;          (b) the net book value of all invest-   ments in money market and similar   funds; and         (c) all petty cash.       (d) Cash in transit       (e) Loans granted        Cash            "Debt":          (a) all indebtedness for borrowed monies including loans, facilities, overdrafts or used line of   credit, shareholders' loans, and any other item having the commercial effect of a borrowing,   whether interest-bearing or not, other than otherwise provided below;   (b) deferred revenue obligations   (Kreditorische Debitoren);         (c) all dividends declared or pro-   posed, but not paid;         (d)  all provisions for risks and liabili-   ties;         (e)  all guarantees and other similar   off-balance sheet commitments that   are assimilated to debt, including :         (i)                 all liabilities in con-   nection with the deferred purchase   price of any asset or service;         (ii)               all commitments relating to the acquisition or issuance of securities (including put   option granted to third parties);   (iii)             other commitments towards employees (such as deferred compensation, golden   parachutes, profit sharing, unpaid severance);   (f) liabilities under deferred compensation plans, phantom equity plans, severance or bonus   plans, or similar arrangements (including stay bonuses or change of control bonuses or other   incentives) made payable as a result of the consummation of the transactions contemplated by   this Agreement;    (g) change of control or similar payments to any director, manager, officer or employee of the   Company made payable as a result of the consummation of the transactions contemplated by   this Agreement;   (h) unpaid severance amounts paya-   ble to any former employee of the   Company;          (i) all expenses borne by the Company in connection with the Closing of the Transaction, includ-   ing expense related to any restructuring activities required prior to the closing date; (other than   Transaction Expenses already deducted pursuant to Section 2.1(e) of the SPA)     





 







   MUNLIB01/1103870.10  Hogan Lovells      (j)  all outstanding fees still owed to any of the Sellers' advisors in connection with the Transac-   tion; (other than Transaction Expenses already deducted pursuant to Section 2.1(e) of the SPA);   (k)  income tax liabilities (net of as-   sets) (Gewerbesteuer, Korper-   schaftssteuer and Kapitalertragss-   teuer) and         (l) Trade payables overdue by more   than 15 days.         Debt            Net Debt / (Net Cash)          "Working Capital" means the difference between "A" and "B" where:     "A" is the aggregate amount of the following items     (a)     all inventories ("Vorräte");     (b)     all trade receivables and related accounts;     (c)     all advance payments to suppliers;     (d)     all prepaid expenses and deposits;     (e)      all other short-term assets.         "B" is the aggregate amount of the following items     (a)     all trade payables and related accounts (Verbindlichkeiten aus  Lieferungen und Leistung-   en);       (b)     all accruals (sonstige Rückstellungen);     (c)     all other short-term liabilities, payable or accrued.         Provided "A" or “B” shall not include any amount taken into account in the calculation of Net Debt.       Net Working Capital (A)-(B)            





 







   MUNLIB01/1103870.10  Hogan Lovells      Exhibit 2.4: Escrow Agreement            





 







   MUNLIB01/1103870.10  Hogan Lovells      DATED 2015       Mr. Samuel Voetter     Mr. Johannes Voetter     Mr. Aart Izelaar-Buchholz     V2 Holding GmbH     Mr. Markus Trautwein     Cimpress Deutschland GmbH     Thomas Haasen (notary public)       ESCROW AGREEMENT      regarding      WIRmachenDRUCK GmbH                  Matter ref : 1H6103.000030   #1189256   Hogan Lovells International LLP   Karl-Scharnagl-Ring 5, 80539 Munich     





 







   MUNLIB01/1103870.10  Hogan Lovells            Escrow   Agreement   between   (9) Mr. Samuel Voetter, born on 17 June 1981, Melanchtonstrasse 37, 70374 Stuttgart,   Germany   - "Seller 1" -   (10) Mr. Johannes Voetter, born on 31 December 1982, Heckenstrasse 6, 72221 Haiter-   bach, Germany   - "Seller 2" -   (11) Mr. Aart Izelaar-Buchholz, born on 12 December 1977, Am Wiesenrain 14, 71720   Oberstenfeld, Germany   - "Seller 3" -   (12) V2 Holding GmbH, registered in the commercial register of the local court of Stuttgart   under HRB 743464, registered business address at Melanchtonstrasse 37, 70374   Stuttgart, Germany   - "Seller 4" -   (13) Mr. Markus Trautwein, born on 19 June 1967, Kallenbergstrasse 45, 70825 Korntal-   Münchingen, Germany   - "Seller 5" -   - the Seller 1, the Seller 2, the Seller 3, the Seller 4 and the Seller 5 are hereinafter collectively   referred to as the "Sellers" -   (14) Cimpress Deutschland GmbH, registered in the commercial register of the local court of   Berlin under HRB 115906 B registered business address at Quartier Am Salzufer, Salz-   ufer 6, 10587 Berlin, Germany   - "Purchaser" -   (15) Mr. Thomas Haasen, notary public, Theatinerstraße 7, 80333 Munich, Germany   - "Escrow Agent" -   - the Sellers, the Purchaser and the Escrow Agent are hereinafter individually referred to   as "Party" and collectively referred to as the "Parties" -                     





 







   MUNLIB01/1103870.10  Hogan Lovells      PREAMBLE   (H) The Parties – except for the Escrow Agent – and others are parties to a share purchase   agreement dated [●] 2015, deed roll no. [●] of the notary [●], [●], ("SPA") regarding the   acquisition of all shares in WIRmachenDRUCK GmbH, registered in the commercial reg-   ister of the local court of Stuttgart under HRB 727418, registered business address at   Mühlbachstrasse 7, 71522 Backnang, Germany, ("Company"). Unless otherwise defined   herein, all capitalised terms used in this Agreement have the meaning ascribed to them in   the SPA.   (I) The SPA provides that on the Closing Date the Purchaser shall pay an amount of   EUR 18,000,000 (in words: Euro eighteen million) ("Escrow Amount") as a cash deposit   to the Escrow Agent.   (J) The Escrow Amount shall be held in escrow by the Escrow Agent on the Escrow Account   (as defined below) and shall serve as collateral for the satisfaction of any claims by the   Purchaser against any, several or all of the Sellers pursuant to the SPA, including but not   limited to claims arising from the Sellers' breaches of Sellers' Warranties or non-   compliance of any covenants.   (K) Now, therefore, the Parties enter into this escrow agreement ("Agreement"):      24. ESTABLISHMENT OF ESCROW   24.1 Pursuant to the terms and provisions of the SPA, on the Closing Date the Purchaser shall   pay the Escrow Amount to the Escrow Agent by irrevocable wire transfer in immediately   available funds, free of any bank or other charges (for the avoidance of doubt, the obliga-   tions of the Purchaser to pay monies into the Escrow Account are exclusively governed   by the terms and provisions of the SPA). The Escrow Amount shall be credited to the fol-   lowing account of the Escrow Agent, with the following details:   Account Holder:  Thomas Haasen   IBAN:   DE05 7002 0270 0015 5661 26   BIC :   HYVEDEMMXXX   Bank:   Uni Credit Bank AG      ("Escrow Account"). The Escrow Account shall be administrated as EUR account.   24.2 The Escrow Agent shall, without undue delay, acknowledge to the Sellers' Agent and the   Purchaser receipt of the Escrow Amount.   24.3 The Escrow Agent hereby agrees to act as escrow agent and to hold in escrow for the   Sellers and the Purchaser, safeguard and disburse the Escrow Amount as well as any   proceeds arising from the Escrow Amount (such amount plus any increases subsequent-   ly paid into the Escrow Account and less any amounts released from the Escrow Account     





 







   MUNLIB01/1103870.10  Hogan Lovells      in accordance with this Agreement, the "Escrow Balance") solely pursuant to the terms   and conditions of this Agreement.   24.4 The Escrow Agent shall not be entitled (i) to make any deductions from the Escrow Bal-   ance by virtue of any right of set-off or claim which it may have against any of the Sellers   or the Purchaser or (ii) to any pledge, assignment, charge or any other security with re-   spect to the Escrow Balance.   24.5 The signatures of (i) each of the representatives of the Sellers' Agent as representative of   each Seller and (ii) the representative of the Purchaser, each entitled to act single-   handedly, shall be deposited with the Escrow Agent upon the execution of this Agree-   ment. If the Sellers' Agent, a representative of the Sellers’ Agent or a representative of   the Purchaser will be replaced during the term of this Agreement, the respective new   Sellers' Agent or the representative of the Sellers’ Agent or the Purchaser, respectively,   shall inform the Escrow Agent and respective other Parties about this change in writing. A   replacement of a representative of the Sellers’ Agent or of the Purchaser shall be evi-   denced by providing a respective certified commercial register excerpt. A replacement of   the Sellers' Agent shall be evidenced by a joint notification of all Sellers, with certified   signatures of all Sellers. The Sellers' Agent or the Purchaser, respectively, shall submit to   the Escrow Agent a new specimen signature of the respective replacing person.       25. INVESTMENT OF ESCROW BALANCE   Unless otherwise jointly instructed by the Sellers' Agent and the Purchaser, until the Es-   crow Balance is entirely released, the Escrow Balance shall be invested by the Escrow   Agent on the Escrow Account on direct access saving accounts (jederzeit verfügbare   Spareinlagen) and any proceeds shall increase the Escrow Balance. The Escrow Agent   shall have no liability for any investment losses resulting from investments of the Escrow   Balance in accordance with this Agreement.      26. RELEASE OF ESCROW BALANCE   26.1 The Escrow Agent shall release the Escrow Balance, or any portion thereof, only in ac-   cordance with the provisions of this Agreement.   26.2 Upon joint written instruction by the Sellers' Agent and the Purchaser ("Release Instruc-   tion") the Escrow Agent shall release such portion of the Escrow Balance from the Es-   crow Account as notified in the Release Instruction to such recipient (or such recipients)   specified in the Release Instruction. A Release Instruction shall be made substantially in   the form of Exhibit 26.2.     





 







   MUNLIB01/1103870.10  Hogan Lovells      26.3 Upon receipt of a certified copy of a final and binding decision of (i) a competent arbitral   tribunal or (ii) a court of competent jurisdiction (each a "Final Award") the Escrow Agent   shall release any portion of the Escrow Balance as follows:   (a) Upon receipt of a certified copy of a Final Award to the benefit of the Purchaser,   the Escrow Agent shall release any portion of the Escrow Balance stipulated to be   released from the Escrow Account in accordance with such decision to the Pur-   chaser.   (b) Upon receipt of a certified copy of a Final Award to the benefit of the Seller 1, the   Escrow Agent shall release any portion of the Escrow Balance stipulated to be re-   leased from the Escrow Account in accordance with such decision to the Seller 1.   (c) Upon receipt of a certified copy of a Final Award to the benefit of the Seller 2, the   Escrow Agent shall release any portion of the Escrow Balance stipulated to be re-   leased from the Escrow Account in accordance with such decision to the Seller 2.   (d) Upon receipt of a certified copy of a Final Award to the benefit of the Seller 3, the   Escrow Agent shall release any portion of the Escrow Balance stipulated to be re-   leased from the Escrow Account in accordance with such decision to the Seller 3.   (e) Upon receipt of a certified copy of a Final Award to the benefit of the Seller 4, the   Escrow Agent shall release any portion of the Escrow Balance stipulated to be re-   leased from the Escrow Account in accordance with such decision to the Seller 4.   (f) Upon receipt of a certified copy of a Final Award to the benefit of the Seller 5, the   Escrow Agent shall release any portion of the Escrow Balance stipulated to be re-   leased from the Escrow Account in accordance with such decision to the Seller 5.   26.4 12 months after the Closing Date ("Release Date 1"), an amount corresponding to any   positive difference between the then available Escrow Balance less the amount of all   then relevant Retentions less EUR 9,000,000 shall be disbursed to the Sellers at the allo-   cation and to the accounts of Sellers as notified by the Sellers' Agent to the Escrow Agent   (such amount, "Sellers Release Amount 1").   26.5 24 months after the Closing Date ("Release Date 2"), an amount corresponding to any   positive difference between the then available Escrow Balance less the amount of all   then relevant Retentions shall be disbursed to the Sellers at the allocation and to the ac-   counts of Sellers as notified by the Sellers' Agent to the Escrow Agent (such amount,   "Sellers Release Amount 2").   26.6 If, before 12:00 noon CET on the Release Date 1 or Release Date 2, as the case may be,   the Escrow Agent receives one or more instructions issued by the Purchaser substantial-   ly in the form set out in Schedule 3.6 (each, a "Retention Instruction"), the Escrow   Agent shall continue to hold in the Escrow Account the aggregate of the amounts speci-   fied in the Retention Instructions (each such amount, a "Retention") until the earlier of   the following:   (a) the Escrow Agent receives a Release Instruction to release all or part of the rele-   vant Retention;     





 







   MUNLIB01/1103870.10  Hogan Lovells      (b) the Escrow Agent receives a certified copy of a Final Award ordering the release   of all or part of the relevant Retention.   26.7 Each release to the Purchaser and/or any of the Sellers shall include the corresponding   amount of interest accrued on such amount of the Escrow Balance.      27. OBLIGATIONS TO ISSUE A RELEASE INSTRUCTION   27.1 Each Seller and the Purchaser is obliged without undue delay upon a corresponding writ-   ten request of any Seller or the Purchaser, and the Sellers are obliged to instruct the   Sellers' Agent correspondingly, to issue a corresponding Release Instruction if the pre-   requisites for the release of any portion of the Escrow Balance under this Section 27 are   fulfilled.   27.2 As far as the Purchaser has any (undisputed or finally awarded) claims against any, sev-   eral or all of the Sellers pursuant to the SPA, including but not limited to claims arising   from Sellers' breaches of Sellers' Warranties or non-compliance by any Seller of any   covenants under the SPA ("Purchaser Claims"), a corresponding amount shall be dis-   bursed to the Purchaser.   27.3 Subject to paragraph 4.4, if the Purchaser is entitled to a Purchaser Claim, it shall instruct   the Escrow Agent by means of a Retention Instruction to retain an amount equivalent to   the Purchaser’s reasonable estimate of the Losses in respect of the Purchaser Claim.   The amount of any Purchaser Claims that have been notified by the Purchaser to the   Sellers' Agent and the Escrow Agent by way of a Retention Instruction that have neither   (a) been released from the Escrow Account to the Purchaser nor (b) been rejected by a   Final Award nor (c) become time-barred without the Purchaser having initiated a legal   proceedings shall be referred to as the "Unsettled Purchaser Claims".   27.4 Any Retention Instruction:   (a) must be received by the Escrow Agent prior to 12:00 noon CET on the Release   Date 1 or the Release Date 2 in accordance with the notice provisions of this Es-   crow Agreement;   (b) shall be copied to the Sellers’ Agent, accompanied by sufficient reasonable de-   tails to enable the Sellers’ Agent to identify the Purchaser Claim to which the Re-   tention Instruction relates and the Purchaser’s estimate of the Losses in respect   of the Purchaser Claim.   27.5 On the Release Date 1, the Sellers Release Amount 1 shall be disbursed to the Sellers at   the Individual Seller Allocation or any other allocation as the Sellers’ Agent may notify to   the Escrow Agent.     





 







   MUNLIB01/1103870.10  Hogan Lovells      27.6 On the Release Date 2, the Sellers Release Amount 2 shall be disbursed to the Sellers at   the Individual Seller Allocation or any other allocation as the Sellers’ Agent may notify to   the Escrow Agent.   27.7 The amount of the Retention(s) withheld from release pursuant to Section  27.5 and/or   Section 4.6 shall be released, each to the extent applicable,   (a) upon a joint instruction by the Purchaser and the Sellers' Agent to the recipient   set forth in such joint instruction,   (b) to the Purchaser upon a Final Award awarding the claims under Unsettled Pur-   chaser Claims to the Purchaser,   (c) to the Sellers at the Individual Seller Allocation or any other allocation as the   Sellers’ Agent may notify to the Escrow Agent to the extent   (i) the claims of the Purchaser being subject to the Unsettled Purchaser   Claims have become time-barred without the Purchaser having initiated   legal proceedings, or    (ii) the respective claims being subject to the Unsettled Purchaser Claims   have been rejected by a Final Award,   provided, however, that no such pay-out of any portion of the Escrow Balance to   the Sellers shall be made to the extent such amounts are required to cover the   aggregate of all other then Unsettled Purchaser Claims.      28. ADDITIONAL DUTIES AND OBLIGATIONS OF THE ESCROW AGENT   28.1 The duties and obligations of the Escrow Agent in respect of the Escrow Account shall   exclusively be governed by the terms and provisions of this Agreement. In particular, the   Escrow Agent shall be under no duty to take or omit to take any action with respect to the   custody of or any other matter relating to the Escrow Account except in accordance with   the terms and provisions of this Agreement.   28.2 The Escrow Agent shall verify the signatures under the Release Instructions against the   signatures deposited with the Escrow Agent pursuant to Section 24.5. The Escrow Agent   may rely upon any instrument or signature believed by it to be genuine and may assume   that the person purporting to give receipt or advice or make any statement or execute any   document in connection with the provisions of this Agreement has been duly authorized   to do so. When in doubt as regards the authenticity of a signature under any such docu-   ment, in particular under a Release Instruction, the Escrow Agent shall be entitled to re-   quest the notarial certification of such signature and/or presentation of evidence of the   power of the signatory to represent the respective Party.     





 







   MUNLIB01/1103870.10  Hogan Lovells      28.3 The Escrow Agent shall ensure that the Escrow Account and all funds held in it are main-   tained as separate bank account and that no third parties (including the account-holding   bank) shall be entitled to grant, make or claim any rights or encumbrances to or over any   of the Escrow Account or any funds held in it (save for any applicable withholding tax de-   ductions for interest accrued in each of the Escrow Account).   28.4 The Escrow Agent will forward a copy of all notices received pursuant to this Agreement   to the respective other Party or Parties pursuant to Section 32. The Escrow Agent shall   send copies of the statements of account which it provides to account holders according   to its usual practice on a quarterly basis (and promptly following any release under Sec-   tion 26) to the Sellers and to the Purchaser.   28.5 The Escrow Agent shall request and retain any original tax certificates with regard to the   Escrow Account and shall send copies of such tax certificates to the Parties. If and to the   extent taxes are withheld on any interest, it is the common understanding of the Parties   that tax credits resulting therefrom shall benefit the Party to which the relevant interest is   attributed and has been released. The Parties shall cooperate with each other in good   faith to enable the respective other Parties to take benefit to the greatest extent possible   of any tax credit to which it is entitled pursuant to the foregoing sentence. The Escrow   Agent shall release the original of any issued tax certificates only upon joint written in-   struction by the Sellers and the Purchaser.       29. ESCROW AGENT'S REMUNERATION   29.1 The Escrow Agent may only charge fees on each amount released from the Escrow Bal-   ance according to Section 124 of the German Act on Court and Notary Fees (Gerichts-   und Notarkostengesetz) for carrying out his escrow functions plus expenses including   normal bank charges ("Fees and Expenses"). The Escrow Agent is entitled to claim   payment of Fees and Expenses for each release to the Sellers or the Purchaser, as the   case may be, pursuant to Section 6.2 below.    29.2 The Fees and Expenses shall be borne by the Purchaser. For the avoidance of doubt,   the Escrow Agent shall not be entitled to deduct the Fees and Expenses from the Escrow   Balance. Payment of Fees and Expenses shall be due ten (10) Business Days following   the date of respective invoice of the Escrow Agent.       30. CONDITION SUBSEQUENT   30.1 This Agreement shall be subject to the condition subsequent (auflösende Bedingung) that    (a) the Sellers' Agent and the Purchaser jointly notified the Escrow Agent in writing   that the Closing under the SPA has not occurred, or     





 







   MUNLIB01/1103870.10  Hogan Lovells      (b) (i) the Purchaser notifies the Escrow Agent in writing (with a copy to the Sellers'   Agent) that the Closing under the SPA has not occurred and (ii) the Sellers' Agent   has not provided the Escrow Agent with a certified copy of the Closing Confirma-   tion duly signed by the Sellers and the Purchaser within ten (10) Business Days   after the date of receipt of the copy of the notification letter by the Seller’s Agent.   30.2 In case the condition subsequent pursuant to Section 30.1 is fulfilled, the Escrow Agent   shall release the Escrow Amount to the Purchaser, if and to the extent payment of the   Escrow Amount into the Escrow Account has been effected.      31. TERMINATION   31.1 This Agreement shall terminate upon the earlier of   (a) the execution of a termination agreement regarding this Agreement among the   Parties, or   (b) the distribution of the full amount of the Escrow Balance pursuant to this Agree-   ment.   31.2 The Parties are aware that a termination for cause cannot be excluded. The Parties   agree, however, that the application of a termination right for cause must be limited to the   greatest extent possible to fulfil the purpose of this Agreement. Any other termination of   this Agreement is excluded.    31.3 In case a Party intends to involve a termination right for cause it shall notify the other   Parties in writing of the intention as well as on the facts supporting such right in reasona-   ble detail and setting a time period of three weeks for the other Parties to comment on   the alleged termination right and/or cure the underlying issue(s).    31.4 In case the Escrow Agent terminates for cause or a termination for cause of another Par-   ty is based on a cause from the sphere of the Escrow Agent, the Sellers, acting through   Sellers' Agent, and the Purchaser are obliged to agree at the latest as per the effective   date of the termination notice on a new escrow agent ("New Escrow Agent") and to con-   clude with such New Escrow Agent an Agreement that shall correspond to the content of   this Agreement to the greatest extent possible.   31.5 During the interim period until the appointment of the New Escrow Agent the Escrow   Agent is obliged to take all reasonable measures to preserve the status quo and grant the   other Parties adequate time to appoint the New Escrow Agent.    31.6 Upon final release of the Escrow Amount the Escrow Agent shall close the Escrow Ac-   count.         





 







   MUNLIB01/1103870.10  Hogan Lovells      32. NOTICES   All notices and other communications hereunder shall be made in writing (telefax or   signed pdf copy sufficient) in English and shall be sent by email, telefax, mail or courier to   the following addresses:   If to Purchaser, to:   Cimpress Deutschland GmbH   Attn.: Mr. Sean Quinn, Managing Director   Am Salzufer, Salzufer 6   10587 Berlin   Email: squinn@cimpress.com      With a copy to    Cimpress USA Incorporated   Attn: General Counsel   275 Wyman Street   Waltham, MA 02451, USA   Email: legal.notices@cimpress.com      and      Hogan Lovells International LLP   Attn: Dr Volker Geyrhalter   Karl-Scharnagl-Ring 5   D-80539 Munich, Germany   Email: volker.geyrhalter@hoganlovells.com   Telefax-No. +49 89 29012-222   If to any Seller or to Sellers' Agent to:   V2 Holding GmbH   Attn: [●]   Melanchthonstraße 37   70374 Stuttgart,    Germany   Facsimile [●]   Email: [●]      With a copy to    Linklaters LLP   Attn. Dr. Ralph Drebes   Mainzer Landstrasse 16   60325 Frankfurt am Main     





 







   MUNLIB01/1103870.10  Hogan Lovells      Germany   Facsimile +49 69 7100389314   Email: Ralph.Drebes@Linklaters.com       If to Escrow Agent to:   Mr. Thomas Haasen   Theatinerstraße 7   80333 Munich   Germany   Fascimile: +49 89 29006032   Email: haasen@2900600.com      or to such other recipients or addresses which may be notified by any Party to the other   Parties in the future in writing.       33. ACCOUNTS   Payments by the Escrow Agent shall be made to the accounts as nominated to the Es-   crow Agent in the Release Instruction or in a separate notice by the respective Party.       34. Authority of Sellers' Agent   Each Seller shall grant power of attorney to Seller 4 or any other person jointly notified by   all Sellers and with the same scope of authorization as the Seller 4 in writing vis-à-vis the   Purchaser (the "Sellers' Agent") to represent him or her vis-à-vis the other Parties of this   Agreement with regard to all transactions and measures in connection with this Agree-   ment and the execution, completion and closing thereof. The Sellers may not revoke the   Sellers' Agent's authorization in accordance with this Section without notifying jointly vis-   à-vis the Purchaser and the Escrow Agent in writing and authorizing a new Sellers'   Agent. In no event shall there be more than one Sellers' Agent at any time. Each Seller   herewith exempts the Sellers' Agent from the restrictions of Section 181 BGB. The   Sellers' Agent is in particular authorized to agree on amendments to this Agreement, to   withdraw from this Agreement, to terminate this Agreement, to grant and receive waivers   and declarations of consent of any kind in connection with this Agreement and to take   any measures in law or in fact in connection with this Agreement, all on behalf of each   Seller. Therefore, any notices by the Purchaser and/or the Escrow Agent to Sellers in   connection with this Agreement shall be deemed to have been received by all Sellers if   they have been received by the Sellers' Agent at the address set forth in Section 9 above.        





 







   MUNLIB01/1103870.10  Hogan Lovells      35. MISCELLANEOUS   35.1 "Business Day" shall be any day other than Saturdays, Sundays or public holidays, in   each case in Frankfurt, Germany.    35.2 Any amendments to this Agreement (including amendments to this Section) shall be valid   only if made in writing (unless another form is required by mandatory law) signed by all   Parties hereto.   35.3 The headings in this Agreement are inserted for convenience only and shall not affect the   interpretation of this Agreement. Except as set forth otherwise, all references to "Section"   refer to the corresponding Section of this Agreement. All words used in this Agreement   will be construed to be of such gender or number as the circumstances require. The word   "including" shall not limit the preceding words or terms.   35.4 If provisions in this Agreement include English terms after which either in the same provi-   sion or elsewhere in this Agreement German terms have been inserted in brackets and/or   italics, the respective German terms alone and not the English terms shall be authorita-   tive for the interpretation of the respective provisions.   35.5 Without the written consent of the other Parties, no Party shall be entitled to assign this   Agreement or any rights or claims under this Agreement.    35.6 This Agreement shall be governed by, and be construed in accordance with, the laws of   the Federal Republic of Germany, without having regard to a possible reference to the   laws of another jurisdiction provided for in the conflicts of laws rules of such German law.   35.7 All disputes arising under or in connection with this Agreement or its validity amongst the   Sellers and the Purchaser shall be finally settled in accordance with the arbitration   agreement attached to the SPA as Exhibit 22.10.   35.8 In the case that one or more provisions of this Agreement shall be invalid or unenforcea-   ble, this shall not affect the validity and enforceability of the other provisions of this   Agreement. In such case the Parties agree to recognize and give effect to such valid and   enforceable provision or provisions which reflect as closely as possible the commercial   intention of the Parties associated with the invalid or unenforceable provision. The same   shall apply in order to fill a gap in the stipulations of this Agreement which the Parties   would have regulated if they had thought of the respective legal aspects.   [Signature Page follows]               [Signature Page to Escrow Agreement]           





 







   MUNLIB01/1103870.10  Hogan Lovells      ___________, this ________________ 2015               _______________________________   Samuel Voetter               _______________________________   Johannes Voetter               _______________________________   Aart Izelaar-Buchholz                  _______________________________   Markus Trautwein   V2 Holding GmbH by:         _______________________________   Name:   Title:         Cimpress Deutschland GmbH by:         _______________________________   Name:   Title:               _______________________________   Thomas Haasen            





 







   MUNLIB01/1103870.10  Hogan Lovells      Exhibit 2.7 -  Investment Representations    (a) Purchase Entirely for Own Account.  Each Seller hereby confirms that such Seller   is acquiring the Consideration Shares for investment for the Seller’s own account, not as a nomi-   nee or agent, and not with a view to the resale or distribution of any part thereof.  By executing   this Agreement, each Seller further represents that the Seller does not presently have any con-   tract, undertaking, agreement or arrangement with any person to sell, transfer or grant participa-   tions to such person or to any third person with respect to any of the Consideration Shares.       (b) Disclosure of Information. The Securities are listed on NASDAQ Global Select   Market (the "NASDAQ"), and the Parent is therefore required to publish or make publicly availa-   ble certain business and financial information in accordance with the rules and practices of the   NASDAQ. The future value of the Consideration Shares is unknown, may increase or decrease,   and cannot be predicted with certainty.       (c) Restricted Securities.  Each Seller understands that the Consideration Shares   have not been, and will not be, registered under the U.S. Securities Act of 1933 and that applica-   ble U.S. federal securities laws impose restrictions on the sale, assignment, transfer, pledge,   encumbrance, and other disposal of the Consideration Shares.  Each Seller acknowledges that   the Parent has no obligation to register the Consideration Shares for resale.  The parties current-   ly expect that, upon the expiration of the six-month period following the date on which the Sellers   receive the Consideration Shares, the Sellers will be able to sell, assign, transfer pledge, encum-   ber, or otherwise dispose of (collectively, “trade”) the Consideration Shares pursuant to one or   more exemptions from the registration and prospectus delivery requirements of the U.S. Securi-   ties Act of 1933, but the availability of such exemptions will depend on certain circumstances and   conditions applicable to the Sellers and the Parent at the time of such trade. The Sellers   acknowledge that the Consideration Shares are subject to the following restrictive legend, which   the parties expect will be removed at each Seller’s request after the expiration of the six-month   period following the date on which the Sellers receive the Consideration Shares, provided that   the Sellers are not “affiliates” within the meaning of the U.S. federal securities laws, that each   Seller provides such documentation as the Parent may reasonably request, and that the applica-   ble requirements of Rule 144 under the U.S. Securities Act of 1933 have been met, and may not   be traded except in accordance with the restrictions contained in such legend:      THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR   INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURI-   TIES ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, OR   TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID   EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY   REQUIREMENTS OF SAID ACT.       (d) No General Solicitation.  Neither the Sellers nor any of their agents or partners   have either directly or indirectly, including through a broker or finder, (i) engaged in any general   solicitation, or (ii) published any advertisement in connection with the offer and sale of the Con-   sideration Shares.       (e) Residence.  Each Seller resides or is incorporated and located in Germany, is not   a U.S. person as defined in Rule 902(k) of Regulation S promulgated under the Securities Act of   1933, and is not acquiring the Consideration Shares for the account or benefit of a U.S. person.         





 







   MUNLIB01/1103870.10  Hogan Lovells      Exhibit 4.4(C) – Registration Rights      1) Filing and Effectiveness of Registration Statement    a) If the ordinary shares of Cimpress N.V. (“Parent”) are traded on an Exchange in   the United States on the Contingent Payment Date, then Parent shall file with the United States   Securities and Exchange Commission (the “SEC”), as promptly as practicable, and in any event   within five Business Days, after the Contingent Payment Date, a registration statement pursuant   to Rule 415 under the United States Securities Act of 1933 (the “Securities Act”) covering the   resale by the Sellers of the Cimpress Stock issued pursuant to Section 4.4 of the Share Pur-   chase Agreement (together with any Cimpress Stock issued as a dividend or other distribution   with respect to, or in exchange for or in replacement of, such Cimpress Stock, the “Registrable   Securities”) (the “Registration Statement”), and the Sellers shall have 2 business days to review   and comment on the Registration Statement ahead of filing in so far as it describes the Sellers or   limits sales of the Registrable Securities in any way. Registrable Securities cease to be Registra-   ble Securities upon the earlier of (i) the first anniversary of the Contingent Payment Date and (ii)   the date on which such Registrable Securities are no longer held by a Seller or a Person to which   rights under this Exhibit 4.4(c) have been transferred in accordance with Section 5(c) below.    b) Parent shall notify the Sellers of the effectiveness of the Registration Statement   and shall furnish to each Seller, without charge, such number of copies of the Registration   Statement (including any amendments, supplements and exhibits), the prospectus contained   therein (including each preliminary prospectus and all related amendments and supplements,   other than amendments and supplements effected pursuant to the filing of reports required by   the Securities Exchange Act of 1934 (the “Exchange Act”)) and any documents incorporated by   reference in the Registration Statement as the Sellers may reasonably request in order to facili-   tate the sale of the Registrable Securities in the manner described in the Registration Statement.   c) Parent shall use its reasonable best efforts to cause the Registration Statement to   become effective as promptly as practicable after filing it with the SEC and to maintain the effec-   tiveness of the Registration Statement for a period not exceeding the earlier of (i) the first anni-   versary of the Contingent Payment Date, or (ii) the earliest date on which each Seller ceases to   hold any Registrable Securities. Notwithstanding anything to the contrary in this Exhibit 4.4(c),   Parent may, by written notice of 24 hours to the Sellers, suspend the Registration Statement   after effectiveness and require that the Sellers immediately cease sales of shares pursuant to the   Registration Statement if Parent in good faith concludes in its sole discretion, after consultation   with its legal counsel, that it is advisable to suspend use of any prospectus as a result of pending   corporate developments or the disclosure requirements of the securities laws. Upon receipt of   any notice described in the preceding sentence, no Seller shall offer, sell, pledge, hypothecate,   transfer, distribute or otherwise dispose of, in reliance on the Registration Statement, any of such   Registrable Securities during the period in which the Registration Statement is suspended. If   Parent suspends the Registration Statement and requires the Sellers to cease sales of shares   pursuant to this Section 1(c), Parent shall, as promptly as practicable following the termination of   the circumstance that entitled Parent to do so, use reasonable best efforts to reinstate the effec-   tiveness of the Registration Statement (including the filing of any necessary amendments or sup-   plements thereto) and give written notice to all Sellers authorizing them to resume sales pursuant   to the Registration Statement. If, as a result thereof, the prospectus included in the Registration   Statement has been amended or supplemented to comply with the requirements of the Securities   Act, Parent shall enclose such revised prospectus with such notice to Sellers, and the Sellers   shall make no offers or sales of shares pursuant to the Registration Statement other than by   means of such revised prospectus.    d) Parent shall as promptly as reasonably practicable notify each Seller of any re-   quest by the SEC for any amendment or supplement to, or additional information in connection   with, the Registration Statement (or prospectus relating thereto); the issuance by the SEC of any   stop order suspending the effectiveness of the Registration Statement with respect to such Sell-    





 







   MUNLIB01/1103870.10  Hogan Lovells      er’s Registrable Securities; or the receipt of notice of the initiation of any proceedings for that   purpose. Parent shall use its reasonable best efforts to obtain the withdrawal of any order sus-   pending the effectiveness of such a Registration Statement at the earliest possible moment.    e) Parent shall promptly prepare and file with the SEC from time to time such   amendments and supplements to the Registration Statement and prospectus used in connection   therewith as may be necessary to keep the Registration Statement effective and to comply with   the provisions of the Securities Act with respect to the disposition of all of the Registrable Securi-   ties until the time period specified in the first sentence of Section 1(c). Upon the filing of any   amendments or supplements (other than amendments and supplements effected pursuant to the   filing of reports required by the Exchange Act), Parent shall notify the Sellers and provide copies   of such amendments or supplements in accordance with Section 1(b).   f) Parent has no obligation under this Exhibit 4.4(c) to register the Registrable Secu-   rities in any jurisdiction or with any government agency other than the SEC, to list Cimpress   Stock on any securities exchange other than any Exchange on which the Cimpress Stock is al-   ready listed on the Contingent Payment Date, or to qualify as a foreign corporation or execute a   general consent to service of process in any jurisdiction.   g) It is a condition to Parent’s obligation under this Section 1 to include any Seller as   a selling shareholder in any Registration Statement that such Seller delivers to Parent a registra-   tion rights questionnaire in such form as Parent may reasonably request.    2) Parent’s Representations, Warranties, and Covenants   a) Parent represents and warrants that (i) the information regarding Parent included   or incorporated by reference in the Registration Statement will not at the time the Registration   Statement is filed with the SEC and at the time it becomes effective under the Securities Act con-   tain any untrue statement of a material fact or omit to state any material fact required to be stated   therein or necessary to make the statements therein not misleading, and (ii) the information re-   garding Parent included or incorporated by reference in any prospectus relating to the Registra-   tion Statement, as then amended or supplemented, will not, as of the date such prospectus, as   then amended or supplemented, is delivered to the Sellers, contain any untrue statement of a   material fact or omit to state any material fact necessary in order to make the statements therein,   in light of the circumstances under which they are made, not misleading. Subject to the terms of   this Exhibit 4.4(c), if Parent becomes aware of any information that would cause any of the   statements in the Registration Statement or any prospectus related thereto, as then amended or   supplemented, with respect to Parent to be false or misleading with respect to any material fact,   or to omit to state any material fact necessary to make such statements not false or misleading,   Parent shall promptly amend or supplement the Registration Statement or such prospectus.   b) Parent covenants that, for so long as (i) Parent has a class of securities regis-   tered under Section 12 of the Exchange Act and (ii) there are Registrable Securities outstanding,   it will    i) make and keep available adequate current public information, as those terms   are defined in SEC Rule 144, at all times after the effective date of the Regis-   tration Statement;   ii) file with the SEC in a timely manner all reports and other documents required   of Parent under the Securities Act and the Exchange Act; and   iii) furnish to any Seller, so long as the Seller owns any Registrable Securities   promptly upon request (A) to the extent accurate, a written statement by Par-   ent that it has complied with the reporting requirements of SEC rule 144, the   Securities Act, and the Exchange Act and (B) such other information as may     





 







   MUNLIB01/1103870.10  Hogan Lovells      be reasonably requested in availing any Seller of any rule or regulation of the   SEC that permits the selling of any such securities without registration.   3) Expenses   a) Parent shall pay all expenses incurred by it in complying with its obligations under   this Exhibit 4.4(c), including but limited to registration and filing fees, listing fees, printing expens-   es, messenger and delivery expenses, fees and expenses of Parent’s counsel, and fees and   expenses of Parent’s accountants.   b) Each Seller shall pay all expenses incurred by such Seller in connection with the   disposition of its Registrable Securities, including but not limited to any broker’s fees or commis-   sions, underwriting discounts, selling expenses, messenger and delivery expenses, and fees and   expenses of any counsel retained by such Seller.   4) Indemnification   a) Parent agrees to indemnify and hold harmless (i) each Seller, and if such Seller is not an   individual, such Seller’s partners, members, directors, officers and stockholders, (ii) legal   counsel and accountants for each such Seller, (iii) any underwriter (as defined in the Se-   curities Act) for each such Seller, and (iv) each Person, if any, that controls such Seller or   underwriter within the meaning of the Securities Act or the Exchange Act, against any   any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees   in connection with investigating or defending any such action or claim), joint or several,   (“Losses”) to which such Seller or other such Person may become subject that arise out   of or are based upon (1) any untrue statement or alleged untrue statement of a material   fact contained in the Registration Statement, including any preliminary or final prospectus   contained therein or any amendments or supplements thereto; (2) any omission or al-   leged omission to state therein a material fact required to be stated therein or necessary   to make the statements therein not misleading; or (3) any violation or alleged violation by   Parent (or any of its agents or subsidiaries) of the Securities Act, the Exchange Act, or   any rule or regulation promulgated thereunder, except insofar as such Losses arise out of   or are based upon information furnished in writing to Parent by or on behalf of a Seller for   use in the Registration Statement.    b) As a condition to the inclusion of each Seller’s Registrable Securities in the Regis-   tration Statement, each Seller agrees, severally and not jointly with any other Seller, to indemnify   and hold harmless Parent, its directors and officers, and each Person, if any, that controls Parent   within the meaning of the Securities Act, against any Losses to which Parent or other such Per-   son may become subject by reason of any untrue statement or alleged untrue statement of a   material fact contained in the Registration Statement or any omission or alleged omission to state   therein a material fact required to be stated therein or necessary to make the statements therein   not misleading, but only insofar as such Losses arise out of or are based upon information fur-   nished in writing to Parent by or on behalf of such Seller for use in the Registration Statement.    c) No indemnifying party shall, without the written consent of the indemnified party,   effect the settlement or compromise of, or consent to the entry of any judgment with respect to,   any action or claim in respect of which indemnification or contribution may be sought hereunder   unless such settlement, compromise or judgment (i) includes an unconditional release of the   indemnified party from all liability arising out of such action or claim, and (ii) does not include a   statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any in-   demnified party.    d) Promptly after receipt by an indemnified party under this Section 4 of notice of the   commencement of any action (including any governmental action) for which a party may be enti-   tled to indemnification hereunder, such indemnified party shall, if a claim in respect thereof is to   be made against any indemnifying party under this Section 4, give the indemnifying party notice     





 







   MUNLIB01/1103870.10  Hogan Lovells      of the commencement of such action. The indemnifying party has the right to assume the de-   fense and settlement thereof. The indemnified party may participate in any such defense or set-   tlement, but the indemnifying party is not liable to such indemnified party for any legal or other   expenses incurred by such indemnified party in connection with the defense thereof. The failure   to give notice to the indemnifying party within a reasonable time of the commencement of any   such action relieves such indemnifying party of any liability to the indemnified party under this   Section 4 to the extent that such failure materially prejudices the indemnifying party’s ability to   defend such action, but the omission so to notify the indemnifying party will not relieve the in-   demnifying party from any liability which it may have to any indemnified party otherwise than un-   der this Section 4.    e) If the indemnification provided for in Section 4(a) or (b) is unavailable to an in-   demnified party with respect to any Losses referred to herein or is insufficient to hold the indem-   nified party harmless as contemplated herein, then the indemnifying party, in lieu of indemnifying   such indemnified party, shall contribute to the amount paid or payable by such indemnified party   as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the   indemnifying party, on the one hand, and the indemnified party, on the other hand, in connection   with the statements, omissions or other actions that resulted in such Losses, as well as any other   relevant equitable considerations. The relative fault of the indemnifying party, on the one hand,   and of the indemnified party, on the other hand, shall be determined by reference to, among oth-   er factors, whether the untrue or alleged untrue statement of a material fact or omission or al-   leged omission to state a material fact relates to information supplied by the indemnifying party or   by the indemnified party and the parties’ relative intent, knowledge, access to information and   opportunity to correct or prevent such statement or omission. Parent and the Sellers agree that it   would not be just and equitable if contribution pursuant to this Section 4(e) were determined by   pro rata allocation or by any other method of allocation that fails to take account of the equitable   considerations referred to above. No Person guilty of fraudulent misrepresentation (within the   meaning of Section 11(f) of the Securities Act) is entitled to contribution from any Person who   was not guilty of such fraudulent misrepresentation. In addition, notwithstanding the foregoing, in   no event will a Seller’s liability pursuant to this Section 4(e), when combined with the amounts   paid or payable by such Seller pursuant to Section 4(b), exceed the proceeds from the sale of   Registrable Securities received by such Seller, except in the case of fraud by such Seller.    f) This Section 4 will be separate from any indemnity or contribution obligations in-   cluded in any underwriting agreement entered into in connection with the registration of the Reg-   istrable Securities.   5) Termination, Transfer, and Notice   a) Parent’s obligations under this Exhibit 4.4(c) (other than Section 4) terminate, with   respect to each Seller, six months from the date on which all of such Seller’s Registrable Securi-   ties may be sold without restriction pursuant to Rule 144 under the Securities Act. Parent’s obli-   gations under this Exhibit 4.4(c)may be waived in any instance by the Sellers’ Agent (on behalf of   any or all Sellers).    b) Each Seller’s rights under this Exhibit 4.4(c) are personal to such Seller and non-   transferable except by will or in accordance with the laws of descent and distribution in connec-   tion with the transfer of some or all of his, her or its Registrable Securities to a child or spouse, or   trust for their benefit or, in the case of a partnership, limited liability company or corporation, to its   partners, members or stockholders.   c) Any notice sent by Parent to any address included in the Registration Rights   Questionnaire of a Seller constitutes notice to such Seller under this Exhibit 4.4 (c).            





 







   MUNLIB01/1103870.10  Hogan Lovells         EXHIBIT 7.1 – SELLERS' GUARANTEES   1. Authority   1.1 This Agreement constitutes a legally binding obligation of the Sellers and the Company enforcea-   ble against the Sellers and the Company in accordance with its terms. The execution and con-   summation of this Agreement by the Sellers and the Company and the performance of the trans-   action contemplated hereunder by the Sellers and the Company does not violate any judicial or   governmental order (gerichtliche oder behördliche Verfügung) or public law restrictions which   are applicable to the Sellers.   1.2 The Sellers and the Company and their respective representatives have the right, power and   authority to execute and deliver this Agreement.   1.3 There is no action, suit, investigation or other proceeding pending against, or to Sellers'   Knowledge, threatened against or affecting the Company or the Sellers which in any manner   challenges or seeks to prevent, enjoin, alter or materially delay the execution or consummation   of this Agreement or the performance of the transactions contemplated hereunder.   1.4 No insolvency proceedings have been, or have been threatened to be, applied for regarding the   assets of any of the Sellers and there are no circumstances which would require or justify the   opening of or application of such proceedings.    2. NON-CONTRAVENTION; CONSENTS   2.1 Neither (1) the execution, delivery or performance of this Agreement or any of the other agree-   ments, documents or instruments referred to in this Agreement, nor (2) the consummation of   the transactions contemplated by this Agreement or any such other agreement, document or in-   strument, will (with or without notice or lapse of time): result in a violation of any of the provi-   sions of the articles of association or by-laws or applicable legal provisions, judgments, injunc-   tions or other provisions binding on any of the Sellers. Except as set forth in Sections 1.7 and   5.1(b) of this Agreement, neither the Company nor any Seller is or will be required to make any   filing with or give any notice to, or to obtain any consent from, any governmental body or other   Person in connection with: (x) the execution, delivery or performance of this Agreement or any of   the other agreements referred to in this Agreement; or (y) the consummation of the transactions   contemplated by this Agreement.   3. CORPORATE STRUCTURE   3.1 The statements made in the Preamble (A) through (C) of the Agreement relating to the Company,   the Sellers and the shares are complete and correct. The Company is duly organized and validly   existing under the laws of Germany and has full corporate power and authority to carry on its   business as it is currently being conducted.       





 







   MUNLIB01/1103870.10  Hogan Lovells      3.2 Each of the Sellers is the sole legal and beneficial owner of the Shares (as described in Preamble   (C) of the Agreement) and has unrestricted title to such Shares. The Shares have been validly is-   sued. The Shares are fully paid in in cash. All contributions effected to the Company have been   made in compliance with applicable law and have not been repaid in full or in part. There are no   obligations to make further contributions to the Company. The Shares are free of any Lien or   other third party rights. In particular, there are no pre-emptive rights, warrants, voting agree-   ments or other third party rights relating to the Shares. Each of the Sellers is entitled to freely   dispose of the Shares without third party consent.   3.3 Other than the Shares, there is no: (i) outstanding subscription, option, virtual option right, call,   convertible note, warrant or right (whether or not currently exercisable) to acquire any securities   of the Company, (ii) outstanding security, instrument or obligation that is or may become con-   vertible into or exchangeable for any securities of the Company (or cash based on the value of   such securities, including pursuant to any share appreciation rights), (iii) contract under which   the Company is or may become obligated to sell or otherwise issue any securities of the Compa-   ny or (iv) promise to grant, offer or otherwise provide any of the foregoing to any employee of   the Company or any third party.    3.4 Annex 3.4(1) contains true and correct copies of the current articles of association of the Com-   pany ("Constitutional Documents"). Annex 3.4(2) contains true and correct copies of the current   excerpt from the commercial register for the Company. No application for the change of such   register is currently pending. No resolution for the amendment of any of the Constitutional Doc-   uments has been adopted.   3.5 No insolvency proceedings have been, or have been threatened to be, applied for regarding the   assets of the Company and there are no circumstances which would require or justify the open-   ing of or application of such proceedings.   3.6 The Company is not party to any silent partnership agreement (or similar agreement).    3.7 The Company is not bound to any profit and loss absorption agreement (Gewinnabführungsver-   trag) or domination agreements (Beherrschungsvertrag) or similar agreement.   4. SUBSIDIARIES, BRANCHES   4.1 Except for as set out in Annex 4, the Company does not have any branch, permanent establish-   ment or subsidiary. The Company does not – directly or indirectly – hold shares, options or other   participations in any other company.    5. FINANCIAL STATEMENTS   5.1 The audited financial statements (including its annexes) for the Company for each of the business   years 2013 and 2014 attached as Annex 5.1(1) ("Financial Statements") present fairly the finan-   cial position of the Company at the dates thereof and related changes in financial position for the   periods then ended and have been prepared, other than disclosed in Annex 5.1(2), in compliance     





 







   MUNLIB01/1103870.10  Hogan Lovells      with all legal provisions and the generally accepted accounting principles on a consistent basis   and in compliance with the principle of the lowest value (Niederstwertprinzip) and the principle   of precaution (Vorsichtsprinzip). As at the respective balance sheet date, the Financial State-   ments provide a true and fair view of the Company's asset, cash flow, financial and profit situa-   tion in the meaning of Sec. 264 para 2 HGB (den tatsächlichen Verhältnissen entsprechenden Bild   der Vermögens-, Finanz- und Ertragslage). Sufficient provisions have been included and value ad-   justments have been carried out in the Financial Statements for all risks and uncertainties to the   extent required under German generally accepted accounting principles.   5.2 The cumulative management accounts prepared by the Company for the period from 1 January   2015 until 31 October 2015 copies of which are attached as Annex 5.2 ("Interim Financial State-   ments") which also includes a statement of the differences in accounting practices for the Inter-   im Financial Statements compared to those applied for the Financial Statements, have been put   together in good faith on the basis of the Company's customary accounting procedures for man-   agement reporting purposes and the Interim Financial Statements materially reflect the business   performance for the relevant period.   5.3 [intentionally omitted]   5.4 Except as disclosed in Annex 5.4, the Company does not have any material liability, debt, obliga-   tion of any kind or nature whatsoever, whether asserted or unasserted, absolute or contingent,   known or unknown, accrued or unaccrued, liquidated or unliquidated, and whether due or to be-   come due and regardless of when asserted, except (i) liabilities (as described herein) that are re-   flected and adequately reserved against in the Financial Statements, the Interim Financial State-   ments or the Closing Accounts, (ii) immaterial liabilities (as described herein) incurred in the Or-   dinary Course of Business since 1 January 2015 or (iii) incurred as a result of or arising out of the   Transaction.   5.5 All trade accounts receivables of the Company which are, as of the date hereof, reflected in their   books arise from sales or services in the Ordinary Course of Business. Since 1 January 2015 there   has been no unusual acceleration of cash receipts or delays in paying any accounts payables of   the Company. To Sellers' Knowledge, there are no facts or circumstances which are likely to make   impossible or materially delay the collection of such trade accounts receivables to an extent be-   yond normal historical bad debt losses of the Company.    5.6 The Company maintains a standard system of accounting established and administered in ac-   cordance with German generally accepted accounting principles. The books and records of the   Company are materially up-to-date and have been maintained materially in accordance with all   applicable legal and accounting requirements and contain complete and accurate records of all   matters to be dealt with in such books under applicable law and generally accepted accounting   principles in all material respects. All books and records of the Company (including, without limi-   tation, records and files stored on computer disks, tapes or other storage media) are located at   the offices of the Company.     





 







   MUNLIB01/1103870.10  Hogan Lovells      5.7 Sellers have provided to Purchaser true and correct copies of all management recommendations   and other similar letters and recommendations received from the Company's auditors relating to   the Financial Statements or the financial systems and controls used by the Company.   5.8 Neither the Company (including its personnel who have a role in the preparation of financial   statements or the internal accounting controls utilized by the Company) nor any of the Compa-   ny's independent accountants have identified any significant deficiency or material weakness in   the system of internal accounting controls utilized by the Company.    5.9 The revenue recognition policies of the Company and the application of those policies are in   compliance with the generally accepted accounting principles.   6. BANK ACCOUNTS   6.1 Annex 6.1 contains a list of all bank accounts of the Company and authorized signatories for each   account.    7. BUSINESS OPERATIONS/ASSETS   7.1 The Company owns or has the lawful right to use all tangible non-trading assets (bewegliches   Anlagevermögen) that are used in its business, in particular (i) all such assets referred to in the   Financial Statements or (ii) necessary for the conduct of the business of the Company, including   all the IT Systems (as defined below) (except for such assets that have been disposed of in the   Ordinary Course of Business since the date of such Financial Statements). No asset owned by the   Company is subject to any contractual retention of title rights, Liens, pledges or other security.   Usual title retentions (Eigentumsvorbehalte) by suppliers of goods sold to the Company are ex-   empted from the foregoing Sellers' Warranty. In particular, no Seller has any ownership or li-   cense right to any asset owned or used by the Company. The Company's ownership and use of   assets that constitute Company Intellectual Property Rights are dealt with in Section 10.   7.2 All items of the tangible non-trading assets (bewegliches Anlagevermögen) owned or used by the   Company are in good operating condition, reasonable wear and tear excepted.   7.3 The current operational, information technology, telecommunications, network equipment and   internal financial systems (hardware and software including source-codes), including all systems   required to operate the e-commerce website of the Company and all systems required to com-   municate with the Printing Partners or the Raw Material Suppliers (other than Package Software)   (together "IT Systems"), a high level description of which has been made available to the Pur-   chaser (and the table of contents of such description is attached as Annex 7.3):    (a) have sufficient capacity and capabilities so that the Company will be able to meet all re-   quirements of its business as currently conducted; and,   (b) have all the specifications and capacities which the Company requires (i) in order to fully   comply with any of its existing contractual obligations, in particular, but not limited to     





 







   MUNLIB01/1103870.10  Hogan Lovells      meet the performance levels contractually agreed and/or (ii) to fully comply with all legal   requirements applicable to the business of the Company, and/or has software licensing   and rights to operate software applicable to the business of the Company.   7.4 The Company has in place and operates (A) adequate security, back-up systems, hardware and   Software support and maintenance arrangements to minimize the risk of material disruption to   the Company or any material part of its business in the event of a breach of security, error,   breakdown or failure, and (B) adequate procedures to minimize the effects of any viruses or bugs   which may adversely affect its IT Systems and/or software. For purposes of this Section 7.4, the   term "adequate" shall mean adequate as for the business of the Company as currently conduct-   ed. The IT Systems do not contain any material defect or feature which would reasonably be ex-   pected to materially adversely affect the business of the Company. The Company has an ade-   quate number of technically competent and trained employees to ensure the proper handling,   operation, monitoring and use of the IT Systems and software. In the last two years there has not   been: (A) any breakdown or failure in the IT Systems; or (B) to Sellers' Knowledge any breach of   security or any unauthorized access to the IT Systems, or caused disruption, interruption or loss   to the Company's business, other than those set out in Annex 7.4.   8. COMPLIANCE WITH LAWS AND GOVERNMENTAL PERMITS   8.1 The Company is in compliance, and has since 1 January 2013 been in compliance with any Gov-   ernmental Permits, laws, orders or regulations applicable in connection with the operation of its   business activities as conducted as of the Signing Date and the Closing Date, except as disclosed   in Annex 8.1. Except in relation to Taxes, there is currently no investigation or audit by any gov-   ernmental authority pending or threatened and no governmental authority has notified to the   Company an intention to conduct such an investigation or audit, and there has never been any   such investigation or audit pending or threatened since the incorporation of the Company which   has not been completed. The Purchaser is aware that the Company does not exhaustively verify   content of client’s printing orders in each single case with respect to compliance with currently   applicable law. For the avoidance of doubt, compliance with laws relating to data protection,   employment, and anti-corruption and anti-bribery are covered by Sections 10, 15, and 21.   8.2 The Company has all governmental permits, licenses, authorizations, registrations, qualifications   and consents which are required by it from any German public authority in order to operate its   business as presently conducted and proposed to be conducted under the Two-Year Operating   Plan after the Closing Date (each "Governmental Permits"). Each Governmental Permit is valid,   binding and in force and effect. No Governmental Permit has been revoked or threatened in writ-   ing to be revoked by the competent authority and there are to Sellers' Knowledge no facts which   will result in such cancellation or revocation of any Governmental Permit.     9. REAL PROPERTY   9.1 The Company does not own, and has not owned, any real property and/or rights in such property   and there exist no obligations of the Company to acquire any real property.     





 







   MUNLIB01/1103870.10  Hogan Lovells      9.2 All lease agreements or similar agreements relating to real property concluded by the Company   ("Leased Real Estate") are listed in Annex 9.2. These agreements are in full force and effect. The   Company has not received written declarations of termination regarding any of such agreements.   The Company has not breached any obligation of any such agreements. To Sellers' Knowledge no   other party to such agreements has breached any obligation of such contracts. The Sellers have   delivered to the Purchaser a complete and accurate copy of each lease agreement relating to the   Leased Real Estate.   9.3 The Company has maintained the Leased Real Estate in all material respects in accordance with   the requirements of the applicable lease and in a manner sufficient to support the operations of   the Company. The Leased Real Estate is not subject to any restrictions that materially limit or in-   terfere with the currently intended use of the Leased Real Estate by the Company to carry on its   business as currently conducted.   10. INTELLECTUAL PROPERTY RIGHTS AND DATA PROTECTION   10.1 Annex 10.1 contains a complete list of all patents, trademarks, service marks, trade name rights,   trade secret rights, proprietary information rights, copyrights, rights to exploit or otherwise use   copyrights, social media handles and domain names and other intellectual property rights, ex-   cluding, however, software, (collectively, the "Intellectual Property Rights") owned, used by or   registered or licensed to the Company ("Company Intellectual Property Rights"). Other than the   Company Intellectual Property Rights, the Company does not require and does not use any Intel-   lectual Property Rights to operate its current business activities.    10.2 The Company is the unrestricted and exclusive owner of the Company Intellectual Property   Rights listed in Annex 10.1. The Company Intellectual Property Rights are to Sellers' Knowledge   free from any rights or Liens of third parties (including, without limitation, the Sellers, current   and former employees of the Company and current and former independent contractors) and no   such third party has contested any of the Company Intellectual Property Rights. To Sellers'   Knowledge, no third party has any superior ownership rights to use the Company Intellectual   Property Rights. The Company has not granted and does not have an obligation to grant any   rights in respect of, the Company Intellectual Property Rights listed in Annex 10.1 that the Com-   pany owns.   10.3 All Company Intellectual Property Rights that consist of patents, trademarks, domain names or   other registrable Intellectual Property have been registered with the relevant governmental or   other authority or registry, as stated in Annex 10.3 and such registrations are valid and existing.   All payments due for the maintenance, protection and enforcement of the Company Intellectual   Property Rights have been made, all necessary applications for their renewal have been filed and   all other actions necessary for their maintenance have been taken.   10.4 The Company Intellectual Property Rights which are not owned by the Company have been valid-   ly leased or licensed by the Company for a period of at least three (3) years from the Signing Date     





 







   MUNLIB01/1103870.10  Hogan Lovells      ("In-bound License Agreements"). The Company has not breached any material obligation of any   of the In-bound License Agreements.    10.5 The Company Intellectual Property Rights are currently not subject to judicial or official proceed-   ings challenging the validity of the Company Intellectual Property Rights which are reasonably   likely to materially affect the Company's business, nor, to Sellers' Knowledge, are the Company   Intellectual Property Rights being infringed by third parties.   10.6 Except as listed in Annex 10.6, no use of any Intellectual Property Right owned by the Company,   and no software or other product or service of the Company, infringes, misappropriates or oth-   erwise violates or makes unlawful use of, or has ever infringed, misappropriated or otherwise vi-   olated or made unlawful use of, any Intellectual Property Rights of any third party; provided, the   foregoing warranty is given subject to Sellers' Knowledge with respect to infringement of any   third-party patents. The Company has not received any written or, to Sellers' Knowledge other,   notice alleging that the Company or any use of such Intellectual Property Right, software, or oth-   er product or service of the Company has infringed, misappropriated or otherwise violated or   made unlawful use of any Intellectual Property Right of any third party. To Sellers' Knowledge, no   third party is or has infringed, misappropriated or otherwise violated any of the Company Intel-   lectual Property Rights owned by the Company.    10.7 Annex 10.7(1) contains a list or description of all software modules and of all computer programs   which are specifically designed, written, developed or configured by the Company itself, includ-   ing any Third Party Software, (the "Self Developed Software") and a description of its use in the   Company's business as it is carried on at the Signing Date. Annex 10.7(2) contains a list or de-   scription of all software modules and of all computer programs which are specifically designed,   written, developed or configured by a third party developer for the Company, including any Third   Party Software, (the "Third Party Developed Software") and a description of its use in the Com-   pany's business as it is carried on at the Signing Date (the Self Developed Software and the Third   Party Developed Software jointly the “Developed Software”). "Third Party Software" means any   software or other material owned by a third party and incorporated into, or combined with, the   Developed Software. Annex 10.7(3) contains a list of all Third Party Software.   10.8 Except for the Third Party Software and Public Software, the Company (i) owns and has in its   possession all Self Developed Software and all source codes relating to the Self Developed Soft-   ware, and (ii) has in its possession all Third Party Developed Software. Except for the Third Party   Software and Public Software, the Company has (i) the exclusive, worldwide, unrestricted, trans-   ferable, royalty-free and sublicenseable rights in all Self Developed Software which allow for the   unrestricted economic exploitation of the Self Developed Software (with the exception of non-   exclusive licenses granted to customers of the Company in the ordinary business), and (ii) the   rights in the Third Party Developed Software as specified for each item of the Third Party Devel-   oped Software in Annex 10.8(2).       





 







   MUNLIB01/1103870.10  Hogan Lovells      10.9 The Company makes use of Public Software as part of the Developed Software and other soft-   ware, but has not modified any Public Software and does not make use of modified Public Soft-   ware. To Sellers' Knowledge the Company is not subject to any “open source” or “copyleft” obli-   gations or otherwise required to make any public disclosure or general availability of source code   either used or developed by the Company. As used in this Section 10.9, "Public Software" means   any software that is, contains, or is derived in any manner (in whole or in part) from, any soft-   ware that is distributed as free software (as defined by the Free Software Foundation), open   source software (e.g., software distributed under any license approved by the Open Source Initia-   tive as set forth in www.opensource.org on the Closing Date) or similar licensing or distribution   models which require the distribution or making available of source code as well as object code   of the software to licensees without charge (except for the cost of the medium) and the right of   the licensee to modify the software and redistribute both the modified and unmodified versions   of the software. Public Software includes without limitation, software licensed or distributed un-   der any of the following licenses: (A) GNU's General Public License (GPL) or Lesser/Library GPL   (LGPL); (B) the Artistic License (e.g., PERL); (C) the Mozilla Public License; (D) the Netscape Public   License; (E) the SugarCRM Public License; (F) BSD License; or (G) the Apache License.    10.10 To Sellers' Knowledge, neither the Developed Software nor any Company service contains any   “viruses,” “worms,” “time bombs,” “key-locks,” or any other devices intentionally created that   could disrupt or interfere with the operation of the Company, IT Systems or other equipment   which the Company operates, or the integrity of the data, information or the Company produces   in a manner adverse to the Company or any of its customers, licensees or suppliers.   10.11 The Developed Software does not contain any embedded software which is owned by a third   party (partly or in whole) for which the Company has not obtained a license to use the Developed   Software.   10.12 Annex 10.12 contains a list of all computer programs, including but not limited to OEM software   products, owned by a third party and which are used by or on behalf of the Company (the "Pack-   age Software"). The Package Software is generally commercially available standard software li-   censed on standard terms. The Company is licensed to use or resell/sublicense the Package Soft-   ware as it is currently conducting its business. The Company's license rights to each Package   Software are sufficient to cover all current Company employees that have the right to use the   Package Software for a period that extends at least for three months following the Closing Date.   10.13 The Company has taken adequate security measures to protect the secrecy, confidentiality and   value of all trade secrets owned by the Company and used in the business of the Company (the   "Company Trade Secrets"), including, without limitation, requiring all employees and consultants   of the Company and all other Persons with access to Company Trade Secrets to execute a binding   confidentiality agreement, copies or forms of which have been provided to Purchaser, and there   has not been, to Sellers' Knowledge, any breach by any party to such confidentiality agreements.   The Company has not disclosed to any Person any of the Company Trade Secrets, except pursu-   ant to such binding confidentiality agreements. The Company Trade Secrets are in the possession     





 







   MUNLIB01/1103870.10  Hogan Lovells      or under the direct control of the Company and are not subject to any third party restriction as to   their use, exploitation or disclosure.   10.14 Except for (i) the Sellers, and (ii) the Company's current and former employees and (iii) other   firms listed in Annex 10.14 no Person has participated in the development and has any   knowledge of material details of any Developed Software.   10.15 To Sellers' Knowledge, no employee of the Company has made an employee invention in the   meaning of the German Employees' Invention Code that is material for the business of the Com-   pany and which has not been claimed by the Company. To Sellers' Knowledge, no employee of   the Company has a claim to have his or her employment contract adapted with the effect of giv-   ing him or her a further appropriate compensation because of an obvious disproportion between   this employee's salary and the revenues and advantages obtained by the Company and/or by any   third party licensee by the use of any software or other work created by this employee.   10.16 Since January 1, 2013, the Company has complied at all times with all applicable legal require-   ments pertaining to the protection of personal data in all material respects. The Company col-   lects, processes, transfers, stores and uses personal data only in accordance with applicable data   protection laws. The Company is the sole legal, beneficial and lawful owner of the email lists used   by the Company in its business and such email lists are not encumbered with any Lien or other   third party rights. The Company has fulfilled all necessary data protection legal requirements re-   garding notification/registration with local data protection authorities and/or obtaining respec-   tive authorizations or licenses, execution of all necessary data processing agreements, appoint-   ment of data protection officers, information of data subjects, consent by data subjects and tak-   en all reasonable organisational and technical security measures to protect personal data from   misuse, unauthorized access, loss or destruction. The operation of the business activities of the   Company is materially in compliance with any applicable data protection laws.   10.17 To the Sellers' Knowledge, during the last three years preceding Closing, there has been no unau-   thorized or illegal use of or access to any of the personal data in any of the Company's databases,   and there has been no complaint, claim or action from a third party or any order by a court or au-   thority relating to personal data collected, stored, processed, transferred, and/or used by the   Company.   10.18 The Company is not a party to any escrow agreement pursuant to which it would be obliged to   put the source code or other software rights into escrow.     11. CONTRACTS   11.1 "Material Contract" means and includes any of the following contracts, whether written or oral,   to which the Company is a party except for contracts under which the main performance obliga-   tions (Hauptleistungsplichten) and the obligations which would qualify them as a Material Con-   tract as per the list below have been fulfilled, except for the agreements for the Leased Real Es-   tate which are covered in Section 9.2:       





 







   MUNLIB01/1103870.10  Hogan Lovells      (a) any In-bound License Agreements;   (b) any agreements ("Printing Agreements"), of the Company with its printing partners, all   of whom are listed in an anonymized form in Annex 11.1 (the "Printing Partners");   (c) any franchise, dealer, sales agent or other distribution agreement pursuant to which the   Company sells or otherwise distributes or subcontracts its products or services or pursu-   ant to which any other Person sells or otherwise distributes or subcontracts any such   products or services of the Company for a consideration of more than EUR 100,000 in   the aggregate during calendar year 2015;    (d) any supply or purchase agreement or other similar binding arrangement or understand-   ing pursuant to which the Company is obligated to purchase goods or services for a con-   sideration of more than EUR 50,000 in the aggregate during calendar year 2015;    (e) any purchase order or other contract involving the sale, license or other disposition of   goods or services by the Company pursuant to which the Company received considera-   tion of more than EUR 100,000 in the aggregate during calendar year 2015;    (f) any agreement of the Company which includes an exclusivity obligation for the Company   or a competition restraint on the business of the Company as currently conducted;   (g) any out-bound license agreements in relation to the Intellectual Property Rights;    (h) any contract ("Related Parties Agreement") of the Company with any of Sellers or the   Sellers' Related Parties;    (i) any contract, indenture or other instrument relating to the borrowing of money by or   the incurring of any indebtedness of the Company (including any which would qualify as   Debt), except for operational lease agreements with a consideration of less than EUR   50,000;    (j) any contract pursuant to which the Company has lent or is obligated to lend money to   any Person;    (k) any agreement or other contract relating to the ownership or control of the Company   (including, without limitation, with respect to the voting or disposition of any shares of   the Company);    (l) any general power of attorney (Handlungsvollmachten) relating to the Company;    (m) any other contract to which the Company is a party or by which it is bound that is mate-   rial to the businesses presently conducted by the Company, other than this Agreement.   11.2 Annex 11.2(1) contains a complete list of all Material Contracts, redacted to anonymize the Print-   ing Partners. All Material Contracts are valid, binding and in full force and effect, subject to any     





 







   MUNLIB01/1103870.10  Hogan Lovells      restrictions applying to such Material Contracts in view of them constituting general terms. The   Company has not received declarations of termination or explicit threats of termination in writ-   ing or to Sellers' Knowledge given orally regarding any Material Contracts. The Company has not   breached any obligation of any Material Contracts and no event has occurred that with notice or   lapse of time would constitute such a breach or default or permit termination, modification or   acceleration under such Material Agreement. To Sellers' Knowledge no other party to any Mate-   rial Contract has breached any material obligation of such contract or has threatened to termi-   nate or materially reduce the Company's benefits or rights under any of the Material Contracts.   None of the Material Contracts include most favourite nations pricing except for customer offers   on the Company's website. Annex 11.2(2) sets forth the material terms of any Material Contract   that is oral, including in particular any such contracts with the Printing Partners and the Raw Ma-   terial Suppliers, redacted to anonymize the Printing Partners.   11.3 There are no agreements relating to (i) the acquisition or sale of participations in other compa-   nies or (ii) the merger, consolidation or reorganization of the Company.   11.4 Except as disclosed on Annex 11.4, the Company has not given any guarantees, suretyship, as-   sumptions of debt, collateral promises, comfort letters or other undertakings related to third   parties' liabilities (including any of the Sellers or any of Sellers' Related Parties.   11.5 There are no contracts granting exclusive rights to license, market, sell or deliver any of the   products or services of the Company and/or any of the products or services of Purchaser or Pur-   chaser's Affiliates or of users of any website or service of the Company, or otherwise contemplat-   ing an exclusive relationship between the Company and any other Person or entity.   11.6 No other contractual party is entitled to terminate or amend any Material Contract as a result of   the Transaction set forth in the Agreement without the Company prior written consent. Neither   (1) the execution, delivery or performance of this Agreement or any of the other agreements,   documents or instruments referred to in this Agreement, nor (2) the consummation of the Trans-   action contemplated by this Agreement or any such other agreement, document or instrument,   will (with or without notice or lapse of time): (a) cause a violation or breach of, or result in a de-   fault under, any provision of any contract of the Company, or give any Person the right to: (i) de-   clare a default or exercise any remedy under any such contract; (ii) accelerate the maturity or   performance of any such contract; or (iii) cancel, terminate or modify any such contract; or (b)   cause the imposition or creation of any Lien with respect to any asset owned or used by the   Company.   12. CUSTOMERS AND SUPPLIERS   12.1 Annex 12.1 sets forth a list of the top 10 customers who are resellers in the business year 2014   and the first half of 2015 (the "Key Customers"). The Company has not received notice, whether   written or, to the Sellers' Knowledge, oral, that any Key Customer intends to terminate, cancel or   decrease materially or limit its usage of the products and services of the Company.     





 







   MUNLIB01/1103870.10  Hogan Lovells      12.2 Annex 12.2 sets forth a list of the suppliers of paper, ink, plates and clicks used in manufacturing   the Company's products ("Raw Material Suppliers"). All agreements with Raw Material Suppliers   can be terminated without liability or penalty by the Company within two years following the   Closing Date. None of the agreements with the Raw Material Suppliers contain minimum pur-   chase obligations.   13. INSURANCE CONTRACTS   13.1 Annex 13.1 contains a list of all insurance contracts ("Existing Insurance") that exist with respect   to the Company, containing the coverage amount and the premiums.    13.2 All premiums for the Existing Insurances have been paid when due. There are no claims outstand-   ing under any of the Existing Insurances and there are to Sellers' Knowledge no circumstances   likely to give rise to any material claims.   13.3 The Company has not received any notice of termination, modification or cancellation of any   Existing Insurance.    14. LITIGATION   14.1 Neither the Company nor either managing director is involved in any lawsuit, arbitration, admin-   istrative or other proceedings (other than non-contentious and customary tax and social security   proceedings) pending or threatened in writing by or against it before any state court, arbitration   tribunal or governmental agency that either individually or in the aggregate could result in liabil-   ity to the Company or any managing director in excess of EUR 50,000. To Sellers' Knowledge, no   such circumstances exist which are likely to give rise to any such proceedings arising against the   Company or any managing director of the Company, except as disclosed in Annex 14.   15. LABOUR LAW   15.1 Annex 15.1 contains an accurate anonymized list of all employees of the Company (including the   managing directors) including the hire date, salary, bonus, and other compensation paid or paya-   ble to each such employee. No employee of the Company whose gross annual compensation ex-   ceeds EUR 30,000 has terminated their employment. To Sellers' Knowledge, except as indicated   on Annex 15.1, no employee whose gross annual compensation exceeds EUR 30,000 has com-   municated in writing or orally his or her present intention to the Sellers or the Company that   he/she intends to terminate its employment contract or request a leave of absence. The total   number of such employees who have communicated such intention to terminate or actually ter-   minated their employment between 30 September 2015 and the Closing Date does not exceed   eight (8) employees, excluding the possible departure of Andreas Moessner and one employee   who will go on early retirement. All claims of employees of the Company for overtime work have   (i) either been fully discharged or (ii) validly waived by the respective employee or (iii) sufficient   reserves have been included for such overtime work in the Final Closing Accounts.     





 







   MUNLIB01/1103870.10  Hogan Lovells      15.2 The Company is in compliance with all applicable laws relating to employment, employment   practices, anti-discrimination, employment terms and conditions and working times in all materi-   al respects and are not engaged in any unfair labor practice and there is no pending and to   Sellers' Knowledge threatened charge, complaint or grievance against the Company related to   any employment laws.    15.3 There does not exist any plan, program or other agreement relating to bonus payments, compa-   ny pensions, incentive payments, severance payments, health care or retirement pensions with   regard to employees or members of the management of the Company (other than those re-   quired by law), except as stated in Annex 15.3(1). There will not be any incentive payments or   other payments made by the Sellers to any employees of the Company in connection with the   Closing of the Transaction, except as disclosed in Annex 15.3(2).   15.4 No individual pension promises have been made to the employees or members of the manage-   ment of the Company, except as stated in Annex 15.4. There do not exist any other pension obli-   gations nor any arrangement which provides retirement benefits and to which the Company is li-   able to contribute (or to whom it should be liable to pay contribution) or which is sponsored by   the Company.   15.5 The Company is not a member of any employer's organization.    15.6 The Company is not bound by any agreements with unions, works councils or similar entities or   by any collective bargaining agreements.   15.7 There exists no pending or threatened in writing disputes with any of the current or former em-   ployees of the Company. The Company is not experiencing or reasonably expecting to experience   (i) any strike, slowdown, or stoppage of work by or lockout of its employees or (ii) any lawsuit re-   lating to the alleged violation of any law or order relating to discrimination, civil rights, and work-   ers' safety or working conditions.   15.8 There exists no works council at the Company.    15.9 There exist written employment contracts with all employees of the Company. Where employees   whose gross annual compensation exceeds EUR 40,000 have terms and conditions that materially   vary from the standard employment contract, such variations are indicated in Annex 15.9.    15.10 The Company currently does not engage any independent contractors, interns and freelancers.   None of such individuals are entitled to be treated as an employee of the Company under appli-   cable law.   16. TAXES   16.1 The Company has duly and timely (taken into consideration all time extensions permitted by the   Tax Authority) filed all Tax Returns, given all notices and supplied all other information each ma-   terially required to be supplied to the relevant competent Tax Authority. All such information   was and is complete and accurate in all material respects and all such Tax Returns and notices     





 







   MUNLIB01/1103870.10  Hogan Lovells      were and are complete and accurate in all material respects and were made on the proper basis   and are not subject to any formal dispute.   16.2 The Company has completely and timely paid all Taxes when due. For Taxes whose payment has   not become due, the Company has built up sufficient reserves in the Financial Statements and   the Closing Accounts.    16.3 There are no pending or threatened Tax audits or other administrative or court proceedings for   the assessment, adjustment or collection of Taxes of the Company and the Company has not re-   ceived any written notice of Tax audits, formal Tax disputes or formal Tax proceedings. There are   no formal claims, formal disputes or formal proceeding in respect of Taxes pending.   16.4 With respect to the assessment or payment of Tax, no formal, written and binding special   agreements or rulings have been entered into by the Company with any Tax Authorities.    16.5 The Company is not and has never been a party to or bound by any formal, written and binding   (i) Tax indemnity agreement under a share sale and transfer agreement or (ii) Tax allocation   agreement (Steuerumlagevertrag).   16.6 To the Sellers’ Knowledge the Company has been resident for Tax purposes in its jurisdiction of   incorporation and nowhere else at all times since its incorporation and will be so resident at Clos-   ing. The Company has never paid Taxes on income, profits or gains to any Tax Authority outside   its jurisdiction of incorporation.   17. SUBSIDIES   17.1 No indirect or direct subsidies, grants or financial assistance ("Subsidies") have been made avail-   able or contributed to the Company by or on behalf of any authority or public body.   18. NO BROKERS' OR FINDERS' FEE   18.1 Neither of the Sellers nor the Company has retained any brokers, finders or similar agents who   have claims, or who might raise claims, against the Company after the Signing Date for commis-   sions or other compensation in connection with the transactions covered by this Agreement.   19. BUSINESS ACTIVITIES SINCE 1 JANUARY 2015   19.1 Since 1 January 2015, except as disclosed in Annex 19:    19.2 The Company has operated in the Ordinary Course of Business and in a reasonable and prudent   manner, including with respect to hiring and terminating personnel.    19.3 The Company has not implemented or announced any group terminations of employees of the   Company.   19.4 Other than in the Ordinary Course of Business, the Company has not granted any increase in the   rates of pay of its employees or in their benefits under any bonus or pension plan or other con-    





 







   MUNLIB01/1103870.10  Hogan Lovells      tract or commitment, or increased the compensation payable or to become payable to its offic-   ers, employees or agents, or any bonus, insurance, pension or other benefit plan, payment or ar-   rangement made to, for or with any such officers, employees or agents.   19.5 The Company has not    (a) granted to any current or former managing director or employee of the Company any   loan which is outstanding as of the Signing Date;   (b) terminated the employment, change the title, office or position, or materially reduced   the responsibilities of any managing director or employee whose gross annual compen-   sation exceeds EUR 30,000;    (c) sold, transferred, licensed or otherwise disposed of, or agreed to sell, transfer, license or   otherwise dispose of, any assets of the Company used in the conduct of the business of   the Company involving the payment or receipt of more than EUR 50,000 in the aggre-   gate;   (d) changed any of the accounting methods, practices or principles used by the Company, or   write up, write down or write off the book value of any of the Company assets, except   write-offs of individual accounts receivable of the Company in the Ordinary Course of   Business in an amount not to exceed the reserve therefor;   (e) waived, released or assigned any claims or rights of the Company the value of which (less   any consideration received) is in excess of EUR 50,000 in the aggregate;    (f) made any capital expenditure or incurred any capital commitment or disposed of or real-   ized any capital asset or interest therein other than in the Ordinary Course of Business;    (g) entered into any new lines of business; or   (h) agreed or committed (orally or in writing) to do any of the foregoing.    20. PRODUCT LIABILITY   20.1 There are no product liability claims or product safety claims made (or to Sellers' Knowledge,   threatened) against the Company in connection with any products delivered or services rendered   by the Company and, to Sellers' Knowledge, no product or services defects exist which are likely   to give rise to a product liability claim or similar claim against the Company.    21. ILLEGAL AND UNETHICAL PRACTICES   21.1 Neither the Company, nor any director, manager, officer, agent, employee, or other person act-   ing on their behalf has, directly or indirectly, violated any provision of any Anti-Corruption and   Anti-Bribery Laws, including by (i) the use of any Company funds for unlawful contributions, gifts,   entertainment, or other expenses relating to political activity; (ii) making any unlawful payment     





 







   MUNLIB01/1103870.10  Hogan Lovells      to foreign or domestic government officials or employees or to foreign or domestic political par-   ties or campaigns from Company funds; or (iii) making or receiving any unlawful bribe, rebate,   payoff, influence payment, kickback, or other similar unlawful payment. There are no actions,   conditions or circumstances pertaining to the Company's activity that could reasonably be ex-   pected to give rise to any future, claims, charges, investigations, violations, settlements, civil or   criminal actions, lawsuits, or other court actions under Anti-Corruption and Anti-Bribery Laws.   The Company has established and maintained internal controls and procedures reasonably ap-   propriate to the requirements of Anti-Corruption and Anti-Bribery Laws.  Neither the Company   nor any director, manager, officer, agent, employee, or other person acting on their behalf will,   directly or indirectly, use all or any portion of the amounts paid by the Purchaser hereunder (A)   for or in connection with or in furtherance of the making, offering or promising to make, or the   authorization of the making of any unlawful payment to any person, (B) for or in connection with   or in furtherance of the giving, offering or promising to give, or the authorization of the giving of   any unlawful gift, political or charitable contribution or other thing of value (e.g., meals, enter-   tainment, travel and lodging) or advantage to any person or (C) in a manner that may violate any   provision of the Anti-Corruption and Anti-Bribery Laws. There have been no false or fictitious en-   tries made in the books or records of the Company relating to any secret or unrecorded fund or   any unlawful payment, gift, political or charitable contribution or other thing of value or ad-   vantage and the Company has not established or maintained a secret or unrecorded fund. No   Seller is a “foreign official” within the meaning of Anti-Corruption and Anti-Bribery Laws. "Anti-   Corruption and Anti-Bribery Laws" means (a) the German Criminal Code (Strafgesetzbuch) and   (b) the Foreign Corrupt Practices Act of 1977 ("FCPA"), as amended, any rules or regulations   thereunder, or any other applicable anti-corruption or anti-bribery Laws or regulations, including,   without limitation, the UK Bribery Act 2010 (the "UK Act") and for purposes of this Section 21 the   FCPA and the UK Act shall be deemed to apply to the Company, provided with respect to the   FCPA and UK Act only, the statements of Sellers in this Section 21 shall be subject to Sellers'   Knowledge.